-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DBnBBC9FmkzpAQ4yHU2IpNEQVZVZpAB4v+9Zezg1xWJm37KPCuB6FZ6av5rkZ7sO VOFlS/jdTNN+LmZee1TDvw== 0001005229-04-000011.txt : 20040924 0001005229-04-000011.hdr.sgml : 20040924 20040924135025 ACCESSION NUMBER: 0001005229-04-000011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040924 DATE AS OF CHANGE: 20040924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUDUBON WEST INC CENTRAL INDEX KEY: 0001062623 IRS NUMBER: 430978181 STATE OF INCORPORATION: MO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-53759-05 FILM NUMBER: 041044529 BUSINESS ADDRESS: STREET 1: 140 JOHN JAMES AUDUBON PARKWAY CITY: AMHERST STATE: NY ZIP: 19228-1197 BUSINESS PHONE: 7166895400 FORMER COMPANY: FORMER CONFORMED NAME: AUTOMATIC SYSTEMS INC DATE OF NAME CHANGE: 19980527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YALE INDUSTRIAL PRODUCTS INC CENTRAL INDEX KEY: 0001062624 IRS NUMBER: 710585582 STATE OF INCORPORATION: MO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-53759-06 FILM NUMBER: 041044527 BUSINESS ADDRESS: STREET 1: 140 JOHN JAMES AUDUBON PARKWAY CITY: AMHERST STATE: NY ZIP: 19228-1197 BUSINESS PHONE: 7166895400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRANE EQUIPMENT & SERVICE INC CENTRAL INDEX KEY: 0001263400 IRS NUMBER: 731515437 STATE OF INCORPORATION: OK FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-109730-02 FILM NUMBER: 041044526 BUSINESS ADDRESS: STREET 1: 140 JOHN JAMES AUDUBON PARKWAY CITY: AMHERST STATE: NY ZIP: 14428 BUSINESS PHONE: 7166895405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUDUBON EUROPE S A R L CENTRAL INDEX KEY: 0001263401 IRS NUMBER: 421542436 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-109730-04 FILM NUMBER: 041044525 BUSINESS ADDRESS: STREET 1: 140 JOHN JAMES AUDUBON PARKWAY CITY: AMHERST STATE: NY ZIP: 14428 BUSINESS PHONE: 7166895405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBUS MCKINNON CORP CENTRAL INDEX KEY: 0001005229 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 160547600 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27618 FILM NUMBER: 041044524 BUSINESS ADDRESS: STREET 1: 140 JOHN JAMES AUDUBON PKWY CITY: AMHERST STATE: NY ZIP: 14228-1197 BUSINESS PHONE: 7166895400 MAIL ADDRESS: STREET 1: 140 JOHN JAMES AUDUBON PARKWAY CITY: AMHERST STATE: NY ZIP: 14228-1197 11-K 1 elevk04.txt ANNUAL REPORT OF EMPLOYEE STOCK OWNERSHIP PLAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended March 31, 2004 / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file number A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Columbus McKinnon Corporation Employee Stock Ownership Plan Restatement Effective April 1, 1989 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: COLUMBUS McKINNON CORPORATION 140 John James Audubon Parkway Amherst, NY 14228-1197 FINANCIAL STATEMENTS AND SCHEDULE Columbus McKinnon Corporation Employee Stock Ownership Plan Years ended March 31, 2004 and 2003 with Report of Independent Registered Public Accounting Firm Columbus McKinnon Corporation Employee Stock Ownership Plan Financial Statements and Schedule Years ended March 31, 2004 and 2003 CONTENTS Report of Independent Registered Public Accounting Firm ................... 1 Financial Statements Statements of Net Assets (Deficiency in Net Assets) Available for Benefits.................................................. 2 Statements of Changes in Net Assets (Deficiency) Available for Benefits.................................................. 3 Notes to Financial Statements.............................................. 4 Schedule Schedule H, Line 4i--Schedule of Assets (Held at End of Year)............... 10 Report of Independent Registered Public Accounting Firm The Pension Committee Columbus McKinnon Corporation Employee Stock Ownership Plan We have audited the accompanying statements of net assets (deficiency in net assets) available for benefits of the Columbus McKinnon Corporation Employee Stock Ownership Plan (ESOP) as of March 31, 2004 and 2003, and the related statements of changes in net assets (deficiency) available for benefits for the years then ended. These financial statements are the responsibility of the ESOP's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Columbus McKinnon Corporation Employee Stock Ownership Plan at March 31, 2004 and 2003, and the changes in its net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of March 31, 2004, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the ESOP's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. August 12, 2004 1
Columbus McKinnon Corporation Employee Stock Ownership Plan Statements of Net Assets (Deficiency in Net Assets) Available for Benefits MARCH 31, 2004 MARCH 31, 2003 ------------------------------------------ ------------------------------------------ ALLOCATED UNALLOCATED TOTAL ALLOCATED UNALLOCATED TOTAL ASSETS Investment in sponsor company common stock, at fair value $ 6,411,125 $ 2,449,691 $ 8,860,816 $ 1,515,548 $ 574,532 $ 2,090,080 Investment in Galaxy money market fund, at fair value 68,713 - 68,713 130,443 - 130,443 Receivables: Employer contributions - 62,886 62,886 - 72,457 72,457 Interest 39 - 39 96 - 96 Cash 3,094 - 3,094 982 - 982 ------------------------------------------ ------------------------------------------ Total assets $ 6,482,971 $ 2,512,577 $ 8,995,548 $ 1,647,069 $ 646,989 $ 2,294,058 ------------------------------------------ ------------------------------------------ LIABILITIES Interest payable - 62,886 62,886 - 72,457 72,457 Loans payable - 6,219,461 6,219,461 - 6,819,461 6,819,461 ------------------------------------------ ------------------------------------------ Total liabilities - 6,282,347 6,282,347 - 6,891,918 6,891,918 ------------------------------------------ ------------------------------------------ Net assets (deficiency in net assets) available for plan benefits $ 6,482,971 $ (3,769,770) $ 2,713,201 $ 1,647,069 $ (6,244,929) $ (4,597,860) ========================================== ==========================================
SEE ACCOMPANYING NOTES. 2
Columbus McKinnon Corporation Employee Stock Ownership Plan Statements of Changes in Net Assets (Deficiency in Net Assets) Available for Benefits MARCH 31, 2004 MARCH 31, 2003 ------------------------------------------ ------------------------------------------- ALLOCATED UNALLOCATED TOTAL ALLOCATED UNALLOCATED TOTAL Investment income (loss): Net unrealized appreciation (depreciation) in fair value of investments $ 4,988,887 $ 2,158,954 $ 7,147,841 $(10,262,303) $ (4,675,810) $ 14,938,113) Interest 465 - 465 3,896 - 3,896 Employer contributions - 866,151 866,151 - 1,160,968 1,160,968 ------------------------------------------ ------------------------------------------ Total investment income (loss) 4,989,352 3,025,105 8,014,457 (10,258,407) (3,514,842) 13,773,249) ------------------------------------------ ------------------------------------------ Interest expense - 266,151 266,151 - 331,068 331,068 Distributions to participants 430,812 - 430,812 682,415 - 682,415 Transfer to other qualified plan 5,646 - 5,646 22,818 - 22,818 Administrative expense 787 - 787 1,952 - 1,952 ------------------------------------------ ------------------------------------------ Total deductions 437,245 266,151 703,396 707,185 331,068 1,038,253 ------------------------------------------ ------------------------------------------ Transfer for shares released and allocated 283,795 (283,795) - 98,215 (98,215) - ------------------------------------------ ------------------------------------------ Net increase (decrease) 4,835,902 2,475,159 7,311,061 (10,867,377) (3,944,125) (14,811,502) Net assets (deficiency in net assets) available for benefits: Beginning of year 1,647,069 (6,244,929) (4,597,860) 12,514,446 (2,300,804) 10,213,642 ------------------------------------------ ------------------------------------------ End of year $ 6,482,971 $ (3,769,770) $ 2,713,201 $ 1,647,069 $ (6,244,929) $ (4,597,860) ========================================== ==========================================
SEE ACCOMPANYING NOTES. 3 1. DESCRIPTION OF THE PLAN The Columbus McKinnon Corporation Employee Stock Ownership Plan (ESOP or the Plan), is a defined contribution employee stock ownership plan and a stock bonus plan within the meanings of the applicable sections of the Internal Revenue Code of 1986, as amended. It is also an eligible individual account plan as defined in the applicable section of the Employee Retirement Income Security Act of 1974 (ERISA). Refer to the Plan Document or the Summary Plan Description for a complete description of the ESOP's provisions. The Plan covers all domestic non-union employees of Columbus McKinnon Corporation (the Company/CMC), and its domestic subsidiaries. In accordance with the Plan document, employees who have attained 55 years of age and ten years of participation in the Plan have the option to diversify the investments in their stock accounts by selling a specified percentage of their shares at the current market value and transferring the sale proceeds to another defined contribution plan maintained by the Company. In 2004, $5,646 has been transferred to the Company's Thrift 401(k) plan ($22,818 in 2003). A summary of the ESOP's provisions is as follows: PARTICIPATION Substantially all of the Company's domestic non-union employees are eligible to participate in the ESOP. ELIGIBILITY Eligible employees must have attained age 21 and completed one year of service (minimum of 1,000 hours) to be a participant. 4 1. DESCRIPTION OF THE PLAN (CONTINUED) CONTRIBUTIONS Each Plan year (each 12 month period ending March 31) the Company contributes to the ESOP for each participant (a) who is actively employed as an employee on December 31 and who has earned at least 1,000 hours of service as an employee in the calendar year ending December 31, or (b) who terminates employment on or after January 1 during a plan year after attaining age 55 and completing at least five years of eligibility service. Contributions shall be made in cash or in shares of stock as determined by the Company, and need not be made out of current or accumulated earnings and profits. VESTING A participant's account balance shall become fully vested and non-forfeitable on the date the participant completes five years of vesting service (excluding any service rendered prior to the calendar year in which the participant attained age 18), or if sooner, on the date the participant attains normal retirement age while in the employ of the Company or any affiliated company. DISTRIBUTIONS Upon a vested participant's termination, the value of his/her account will be distributed if the value of the account is less than $5,000 or, at the participant's option, either immediately or at any valuation date until retirement, as provided in the ESOP. A retiree may elect to defer distribution up to 70 1/2 years of age. The account of a participant who is not a 5% owner and who has not separated from service but has attained the age of 70 1/2 will commence distribution unless the participant elects to defer distribution until employment ceases. Valuation dates for distributions are September 30 or March 31. During 2004, $430,812, which includes 140,303 shares, was distributed to vested participants in cash and stock certificates ($682,415, or 82,254 shares, distributed in 2003). This resulted in the sale of 91 shares held by the ESOP back to the Company for $270 in 2004 as a result of fractional shares (133 shares for $1,054 in 2003). As of March 31, 2004, $237,216 ($148,125 as of March 31, 2003) is included in the ESOP assets for terminated participants who have requested distributions. 5 1. DESCRIPTION OF THE PLAN (CONTINUED) Forfeiture of a non-vested interest shall occur in the fifth consecutive calendar year following a break in service. The forfeited accounts will be allocated among the accounts of active participants. At March 31, 2004, the ESOP assets include $18,964 ($4,870 at March 31, 2003) of undistributed forfeited accounts. ALLOCATION TO PARTICIPANT ACCOUNTS As of each March 31 valuation date, each participant account is appropriately adjusted to reflect any contributions or stock to be allocated as of such date, the income of the trust fund during the period and the increase or decrease in the fair market value of the trust fund during the period. The allocation of contributions is based on the fraction, the numerator of which is the participant's annual earnings for the preceding calendar year and the denominator of which is the aggregate annual earnings for such calendar year of all participants entitled to an allocation. DIVIDENDS Dividends paid on stock allocated to a participant's stock account will be allocated to the participant's nonstock account. The pension committee may direct that such dividends shall be either (a) paid directly to the participant, former participant, or beneficiary within 90 days after the close of the plan year in which such dividend was paid, or (b) applied as payment on the exempt loans. Dividends paid on unallocated stock held by the trustee and acquired with the proceeds of an exempt loan shall be held by the trustee until the end of the plan year in which it was paid, and then, along with any interest or earnings, be applied as payment on the exempt loans which shall trigger a release of stock from the suspense account. No dividends were paid on the Company's common stock, including shares held by the Plan, during the year ended March 31, 2004. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements are presented on the accrual basis of accounting. 6 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 3. PLAN TERMINATION The Company intends to continue the ESOP indefinitely, but reserves the right to terminate the Plan at any time. If the ESOP is terminated, each participant shall be fully and nonforfeitably vested in his interest in the ESOP trust fund. During the plan years ended March 31, 2002, 2003 and 2004, the Plan experienced a reduction of covered employees. Consequently, the Company is reviewing the issue as to whether a partial termination of the Plan has occurred. Should a partial termination have occurred, the benefits of the terminated non-vested covered employees would vest. 4. INVESTMENTS At March 31, 2004 and 2003, the assets of the ESOP Plan consist of 1,156,764 and 1,298,186, respectively, shares of CMC common stock. In fiscal year 2003, the Plan sold its shares of the stable asset fund with Fleet Bank and purchased a money market fund. At March 31, 2004, the fair market value of the money market fund was $68,713. The ESOP's investment in CMC common stock is reported at fair market value as of March 31, 2004 and 2003 based on quoted market prices. The investment in the money market fund and stable asset fund are also reported at fair market value as determined by open trading. 5. LOANS PAYABLE AND SHARE RELEASE On October 27, 1994, the ESOP obtained $6,000,000 of new debt ($2,000,000 from HSBC and $4,000,000 from Fleet Bank). The remaining balances of the HSBC and Fleet Bank loans were paid in full during the year-ended March 31, 2003. 7 5. LOANS PAYABLE AND SHARE RELEASE (CONTINUED) On October 13, 1998, the ESOP obtained $7,682,281 of new debt from the Company. The CMC loan balance is $6,219,461 at March 31, 2004, and is payable in quarterly installments of interest only through April 2002, and thereafter quarterly installments of $150,000 through April 2014, and $69,461 in July 2014, plus interest at the prime rate (4.00% at March 31, 2004). In October 1994 and October 1998, the ESOP purchased 609,144 and 479,900 shares, respectively, of common stock of the Company with the debt proceeds, which were recorded by the trustee in the suspense account. Such stock ceases to be collateral and is released from the suspense account as the loans are repaid. In each year prior to full payment of the loans, the number of shares of stock released will equal the number of shares of stock held as collateral immediately before the release for such plan year multiplied by the release fraction. The loan is collateralized by an equivalent number of shares of common stock recorded by the trustees in a suspense account. Maturities of loans payable over the next five years are as follows: 2005 $ 600,000 2006 600,000 2007 600,000 2008 600,000 2009 600,000 The numerator of the release fraction is the amount of principal and interest payments made toward the loan during the plan year and the denominator is the sum of the numerator plus the principal and interest payments to be made on the loan in the future, using the interest rate applicable at the end of the plan year. Shares of stock released from the suspense account for a plan year shall be held in the trust on an unallocated basis until allocated by the pension committee as of the last day of that plan year. That allocation shall be consistent with the method for allocating contributions to participants' accounts, which is based on a fraction of each participant's annual earnings during the preceding calendar year to the total earnings of those participants during such calendar year. The allocation of shares released resulting from dividends on participants' allocated shares, however, was based upon the fraction of each participant's allocated shares to the total number of allocated shares. 8 5. LOANS PAYABLE AND SHARE RELEASE (CONTINUED) As of March 31, 2004, 319,802 shares were held as collateral for the loan (356,851 shares held as of March 31, 2003); 37,049 shares were released from the suspense account in 2004 (61,003 shares released in 2003). These shares were allocated to participant accounts as of March 31, 2004. 6. TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated July 28, 1997, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code of 1986 (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt. 9 Schedule Columbus McKinnon Corporation Employee Stock Ownership Plan EIN: 16-0547600 Plan No. 016 Schedule H, Line 4i--Schedule of Assets (Held at End of Year) March 31, 2004 IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST CURRENT VALUE - -------------------------------------------------------------------------------- Columbus McKinnon Employer Common Stock, $ 12,940,769 $ 8,860,816 Corporation* 1,156,764 shares Fleet Investment Galaxy Money Market Fund Services* 68,713 shares 68,713 68,713 * Parties-in-interest SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. COLUMBUS McKINNON CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN RESTATEMENT EFFECTIVE APRIL 1, 1989 Date: September 24, 2004 By: /s/ TIMOTHY R. HARVEY ------------------ ------------------------------ Timothy R. Harvey, Trustee /s/ KAREN L. HOWARD ------------------------------ Karen L. Howard, Trustee /s/ ROBERT R. FRIEDL ------------------------------ Robert R. Friedl, Trustee /s/ ROBERT H. MYERS ------------------------------ Robert H. Myers, Trustee EX-23 2 eycons.txt CONSENT OF ERNST & YOUNG LLP Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in (a) the Registration Statement (Form S-8 No. 333-3212) pertaining to the Columbus McKinnon Corporation 1995 Incentive Stock Option Plan, the Columbus McKinnon Corporation Non-Qualified Stock Option Plan, the Columbus McKinnon Corporation Restricted Stock Plan and the Columbus McKinnon Corporation Employee Stock Ownership Plan Restatement Effective April 1, 1989 of Columbus McKinnon Corporation, (b) the Registration Statement (Form S-8 No. 333-81719) pertaining to the Options assumed by Columbus McKinnon Corporation originally granted under the G.L. International Inc. 1997 Stock Option Plan and the Larco Industrial Services Ltd. 1997 Stock Option Plan and (c) the Registration Statement (Form S-8 No. 333-107848) pertaining to the Columbus McKinnon Corporation 1995 Incentive Stock Option Plan (as amended and restated) and the Columbus McKinnon Corporation Restricted Stock Plan (as amended) of our report dated August 12, 2004, with respect to the financial statements and schedules of the Columbus McKinnon Corporation Employee Stock Ownership Plan included in this Annual Report (Form 11-K) for the year ended March 31, 2004. /s/ Ernst & Young LLP Buffalo, New York September 22, 2004 -----END PRIVACY-ENHANCED MESSAGE-----