UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended March 31, 2006
Commission file number 0-27618
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COLUMBUS McKINNON CORPORATION
(Exact name of Registrant as specified in its charter)
New York 16-0547600
(State of Incorporation) (I.R.S. Employer Identification Number)
140 John James Audubon Parkway
Amherst, New York 14228-1197
(Address of principal executive offices, including zip code)
(716) 689-5400
(Registrant's telephone number, including area code)
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Securities pursuant to section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 Par Value (and rights attached thereto)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [ X ]
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [ ].
Indicate by checkmark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Act.
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of September 30, 2005 was approximately $315 million, based
upon the closing price of the Company's common shares as quoted on the Nasdaq
Stock Market on such date. The number of shares of the Registrant's common stock
outstanding as of May 31, 2006 was 18,708,522 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's proxy statement for its 2006 Annual Meeting of
Shareholders to be filed with the Securities and Exchange Commission pursuant to
Regulation 14A not later than 120 days after the end of the Registrant's fiscal
year ended March 31, 2006 are incorporated by reference into Part III of this
report.
EXPLANATORY NOTE
This amendment on Form 10-K/A (Amendment No. 1) amends our annual report on Form
10-K for the fiscal year ended March 31, 2006, as filed with the Securities and
Exchange Commission on June 7, 2006, and is being filed to correct a
typographical error in the date of the Section 906 Certifications of our
principal executive and principal financial officer. No other changes have been
made. This amendment is not intended to update other information presented in
the annual report as originally filed.
PART IV
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(3) EXHIBITS:
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EXHIBIT
NUMBER EXHIBIT
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3.1 Restated Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.1 to the Company's Registration Statement
No. 33-80687 on Form S-1 dated December 21, 1995).
3.2 Amended By-Laws of the Registrant (incorporated by reference to
Exhibit 3 to the Company's Current Report on Form 8-K dated May 17,
1999).
4.1 Specimen common share certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement No. 33-80687 on
Form S-1 dated December 21, 1995.)
4.2 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 (incorporated by
reference to Exhibit 4.2 to the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 29, 2003).
4.3 Indenture, dated as of March 31, 1998, among Columbus McKinnon
Corporation, the guarantors named on the signature pages thereto and
State Street Bank and Trust Company, N.A., as trustee (incorporated by
reference to Exhibit 4.1 to the Company's Current Report on Form 8-K
dated April 9, 1998).
4.4 Supplemental Indenture among LICO, Inc., Automatic Systems, Inc., LICO
Steel, Inc., Columbus McKinnon Corporation, Yale Industrial Products,
Inc., Mechanical Products, Inc., Minitec Corporation and State Street
Bank and Trust Company, N.A., as trustee, dated March 31, 1998
(incorporated by reference to Exhibit 4.3 to the Company's Current
Report on form 8-K dated April 9, 1998).
4.5 Second Supplemental Indenture among Abell-Howe Crane, Inc., LICO,
Inc., Automatic Systems, Inc. LICO Steel, Inc., Columbus McKinnon
Corporation, Yale Industrial Products Inc. and State Street Bank and
Trust Company, N.A., as trustee, dated as of February 12, 1999
(incorporated by reference to Exhibit 4.6 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1999).
4.6 Third Supplemental Indenture among G.L. International, Inc., Gaffey,
Inc., Handling Systems and Conveyors, Inc., Larco Material Handling
Inc., Abell-Howe Crane, Inc., LICO, Inc., Automatic Systems, Inc.,
LICO Steel, Inc., Columbus McKinnon Corporation, Yale Industrial
Products, Inc. and State Street Bank and Trust Company, N.A., as
trustee, dated as of March 1, 1999 (incorporated by reference to
Exhibit 4.7 to the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1999).
4.7 Fourth Supplemental Indenture among Washington Equipment Company, G.L.
International, Inc., Gaffey, Inc., Handling Systems and Conveyors,
Inc., Larco Material Handling Inc., Abell-Howe Crane, Inc., Automatic
Systems, Inc., LICO Steel, Inc., Columbus McKinnon Corporation, Yale
Industrial Products, Inc. and State Street Bank and Trust Company,
N.A., as trustee, dated as of November 1, 1999 (incorporated by
reference to Exhibit 10.2 to the Company's quarterly report on form
10-Q for the quarterly period ended October 3, 1999).
4.8 Fifth Supplemental Indenture among Columbus McKinnon Corporation,
Crane Equipment & Service, Inc., Automatic Systems, Inc., LICO Steel,
Inc., Yale Industrial Products, Inc. and State Street Bank and Trust
Company, N.A., as trustee, dated as of April 4, 2002 (incorporated by
reference to Exhibit 4.8 to the Company's Annual Report on Form 10-K
for the fiscal year ended March 31, 2002).
4.9 Sixth Supplemental Indenture among Columbus McKinnon Corporation,
Audubon West, Inc., Crane Equipment & Service, Inc., LICO Steel, Inc.,
Yale Industrial Products, Inc., Audubon Europe S.a.r.l. and State
Street Bank and Trust Company, N.A., as trustee, dated as of August 5,
2002 (incorporated by reference to Exhibit 4.9 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 2002).
4.10 Seventh Supplemental Indenture among Columbus McKinnon Corporation,
Crane Equipment & Service, Inc., Yale Industrial Products, Inc.,
Audubon Europe S.a.r.l. and U.S. Bank National Trust Association, as
trustee, dated as of August 30, 2005 (incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended October 2, 2005).
4.11 Indenture, dated as of July 22, 2003, among Columbus McKinnon
Corporation, the guarantors named on the signature pages thereto and
U.S. Bank Trust National Association, as trustee (incorporated by
reference to Exhibit 4.2 to the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 29, 2003).
4.12 First Supplemental Indenture, dated as of September 19, 2003, among
Columbus McKinnon Corporation, the guarantors named on the signature
pages thereto and U.S. Bank Trust National Association, as trustee
(incorporated by reference to Exhibit 4.13 to Amendment No. 1 to the
Company's Registration Statement No. 333-109730 on Form S-4/A dated
November 7, 2003).
4.13 Indenture among Columbus McKinnon Corporation, Audubon Europe
S.a.r.l., Crane Equipment & Service, Inc., Yale Industrial Products,
Inc.. and U.S. Bank National Association., as trustee, dated as of
September 2, 2005 (incorporated by reference to Exhibit 4.5 to the
Company's Registration Statement No. 33-129142 on Form S-3 dated
October 19, 2005).
4.14 Registration Rights Agreement among Columbus McKinnon Corporation,
Audubon Europe S.a.r.l., Crane Equipment & Service, Inc., Yale
Industrial Products, Inc., and Credit Suisse First Boston LLC, acting
on behalf of itself and as Representative of the Initial Purchasers,
dated as of September 2, 2005 (incorporated by reference to Exhibit
4.6 to the Company's Registration Statement No. 33-129142 on Form S-3
dated October 19, 2005).
10.1 Agreement by and among Columbus McKinnon Corporation Employee Stock
Ownership Trust, Columbus McKinnon Corporation and Marine Midland
Bank, dated November 2, 1995 (incorporated by reference to Exhibit
10.6 to the Company's Registration Statement No. 33-80687 on Form S-1
dated December 21, 1995).
#10.2 Columbus McKinnon Corporation Employee Stock Ownership Plan
Restatement Effective April 1, 1989 (incorporated by reference to
Exhibit 10.23 to the Company's Registration Statement No. 33-80687 on
Form S-1 dated December 21, 1995). #10.3 Amendment No. 1 to the
Columbus McKinnon Corporation Employee Stock Ownership Plan as Amended
and Restated as of April 1, 1989, dated March 2, 1995 (incorporated by
reference to Exhibit 10.24 to the Company's Registration Statement No.
33-80687 on Form S-1 dated December 21, 1995).
#10.4 Amendment No. 2 to the Columbus McKinnon Corporation Employee Stock
Ownership Plan, dated October 17, 1995 (incorporated by reference to
Exhibit 10.38 to the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1997).
#10.5 Amendment No. 3 to the Columbus McKinnon Corporation Employee Stock
Ownership Plan, dated March 27, 1996 (incorporated by reference to
Exhibit 10.39 to the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1997).
#10.6 Amendment No. 4 of the Columbus McKinnon Corporation Employee Stock
Ownership Plan as Amended and Restated as of April 1, 1989, dated
September 30, 1996 (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996).
#10.7 Amendment No. 5 to the Columbus McKinnon Corporation Employee Stock
Ownership Plan as Amended and Restated as of April 1, 1989, dated
August 28, 1997 (incorporated by reference to Exhibit 10.37 to the
Company's Annual Report on Form 10-K for the fiscal year ended March
31, 1998).
#10.8 Amendment No. 6 to the Columbus McKinnon Corporation Employee Stock
Ownership Plan as Amended and Restated as of April 1, 1989, dated June
24, 1998 (incorporated by reference to Exhibit 10.38 to the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1998).
#10.9 Amendment No. 7 to the Columbus McKinnon Corporation Employee Stock
Ownership Plan as Amended and Restated as of April 1, 1989, dated
April 30, 2000 (incorporated by reference to Exhibit 10.24 to the
Company's Annual Report on Form 10-K for the fiscal year ended March
31, 2000).
#10.10 Amendment No. 8 to the Columbus McKinnon Corporation Employee Stock
Ownership Plan as Amended and Restated as of April 1, 1989, dated
March 26, 2002 (incorporated by reference to Exhibit 10.30 to the
Company's Annual Report on Form 10-K for the fiscal year ended March
31, 2002).
#10.11 Amendment No. 9 to the Columbus McKinnon Corporation Employee Stock
Ownership Plan as Amended and Restated as of April 1, 1989, dated
March 27, 2003 (incorporated by reference to Exhibit 10.32 to the
Company's Annual Report on Form 10-K for the fiscal year ended March
31, 2003).
#10.12 Amendment No. 10 to the Columbus McKinnon Corporation Employee Stock
Ownership Plan as Amended and Restated as of April 1, 1989, dated
February 28, 2004 (incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended March
31, 2004).
#10.13 Amendment No. 11 to the Columbus McKinnon Corporation Employee Stock
Ownership Plan as Amended and Restated as of April 1, 1989, dated
December 19, 2003 (incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
December 28, 2003).
#10.14 Amendment No. 12 to the Columbus McKinnon Corporation Employee Stock
Ownership Plan as Amended and Restated as of April 1, 1989, dated
March 17, 2005 (incorporated by reference to Exhibit 10.14 to the
Company's Annual Report on Form 10-K for the fiscal year ended March
31, 2005).
#10.15 Columbus McKinnon Corporation Personal Retirement Account Plan Trust
Agreement, dated April 1, 1987 (incorporated by reference to Exhibit
10.25 to the Company's Registration Statement No. 33-80687 on Form S-1
dated December 21, 1995).
#10.16 Amendment No. 1 to the Columbus McKinnon Corporation Employee Stock
Ownership Trust Agreement (formerly known as the Columbus McKinnon
Corporation Personal Retirement Account Plan Trust Agreement)
effective November 1, 1988 (incorporated by reference to Exhibit 10.26
to the Company's Registration Statement No. 33-80687 on Form S-1 dated
December 21, 1995).
#10.17 Amendment and Restatement of Columbus McKinnon Corporation 1995
Incentive Stock Option Plan (incorporated by reference to Exhibit
10.25 to the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1999).
#10.18 Second Amendment to the Columbus McKinnon Corporation 1995 Incentive
Stock Option Plan, as amended and restated (incorporated by reference
to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 29, 2002).
#10.19 Columbus McKinnon Corporation Restricted Stock Plan, as amended and
restated (incorporated by reference to Exhibit 10.28 to the Company's
Registration Statement No. 33-80687 on Form S-1 dated December 21,
1995).
#10.20 Second Amendment to the Columbus McKinnon Corporation Restricted Stock
Plan (incorporated by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September
29, 2002).
#10.21 Amendment and Restatement of Columbus McKinnon Corporation
Non-Qualified Stock Option Plan (incorporated by reference to Exhibit
10.27 to the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1999).
#10.22 Columbus McKinnon Corporation Thrift [401(k)] Plan 1989 Restatement
Effective January 1, 1998 (incorporated by reference to Exhibit 10.2
to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended December 27, 1998).
#10.23 Amendment No. 1 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Thrift [401(k)] Plan, dated December 10, 1998
(incorporated by reference to Exhibit 10.29 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1999).
#10.24 Amendment No. 2 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Thrift [401 (k)] Plan, dated June 1, 2000 (incorporated by
reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K
for the fiscal year ended March 31, 2000).
#10.25 Amendment No. 3 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Thrift [401 (k)] Plan, dated March 26, 2002 (incorporated
by reference to Exhibit 10.39 to the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2002).
#10.26 Amendment No. 4 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Thrift [401(k)] Plan, dated May 10, 2002 (incorporated by
reference to Exhibit 10.4 to the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 29, 2002).
#10.27 Amendment No. 5 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Thrift [401(k)] Plan, dated December 20, 2002
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended December 29, 2002).
#10.28 Amendment No. 6 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Thrift [401(k)] Plan, dated May 22, 2003 (incorporated by
reference to Exhibit 10.46 to the Company's Annual Report on Form 10-K
for the fiscal year ended March 31, 2003).
#10.29 Amendment No. 7 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Thrift [401(k)] Plan, dated April 14, 2004 (incorporated
by reference to Exhibit 10.28 to the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2004).
#10.30 Amendment No. 8 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Thrift [401(k)] Plan, dated December 19, 2003
(incorporated by reference to Exhibit 10.3 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended December 28, 2003).
#10.31 Amendment No. 9 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Thrift [401(k)] Plan, dated March 16, 2004 (incorporated
by reference to Exhibit 10.30 to the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2004).
#10.32 Amendment No. 10 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Thrift [401(k)] Plan, dated July 12, 2004 (incorporated by
reference to Exhibit 10.3 to the Company's Quarterly Report on Form
10-Q for the quarterly period ended July 4, 2004).
#10.33 Amendment No. 11 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Thrift [401(k)] Plan, dated March 31, 2005 (incorporated
by reference to Exhibit 10.33 to the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2005).
#10.34 Amendment No. 12 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Thrift [401(k)] Plan, dated December 27, 2005
(incorporated by reference to Exhibit 10.34 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 2006).
#10.35 Columbus McKinnon Corporation Thrift 401(k) Plan Trust Agreement
Restatement Effective August 9, 1994 (incorporated by reference to
Exhibit 10.32 to the Company's Registration Statement No. 33-80687 on
Form S-1 dated December 21, 1995).
#10.36 Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Restatement Effective April 1, 1998 (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended December 27, 1998).
#10.37 Amendment No. 1 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Monthly Retirement Benefit Plan, dated December 10, 1998
(incorporated by reference to Exhibit 10.32 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1999).
#10.38 Amendment No. 2 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Monthly Retirement Benefit Plan, dated May 26, 1999
(incorporated by reference to Exhibit 10.33 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1999).
#10.39 Amendment No. 3 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Monthly Retirement Benefit Plan, dated March 26, 2002
(incorporated by reference to Exhibit 10.44 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 2002).
#10.40 Amendment No. 4 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Monthly Retirement Benefit Plan, dated December 20, 2002
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended December 29, 2002).
#10.41 Amendment No. 5 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Monthly Retirement Benefit Plan, dated February 28, 2004
(incorporated by reference to Exhibit 10.37 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 2004).
#10.42 Amendment No. 6 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Monthly Retirement Benefit Plan, dated March 17, 2005
(incorporated by reference to Exhibit 10.41 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 2005).
#10.43 Amendment No. 7 to the 1998 Plan Restatement of the Columbus McKinnon
Corporation Monthly Retirement Benefit Plan, dated December 28, 2005
(incorporated by reference to Exhibit 10.43 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 2006).
#10.44 Columbus McKinnon Corporation Monthly Retirement Benefit Plan Trust
Agreement Effective as of April 1, 1987 (incorporated by reference to
Exhibit 10.34 to the Company's Registration Statement No. 33-80687 on
Form S-1 dated December 21, 1995).
#10.45 Form of Change in Control Agreement as entered into between Columbus
McKinnon Corporation and each of Timothy T. Tevens, Derwin R.
Gilbreath, Ned T. Librock, Karen L. Howard, Joseph J. Owen, Richard A.
Steinberg, and Timothy R. Harvey, (incorporated by reference to
Exhibit 10.33 to the Company's Annual Report on Form 10-K for the
fiscal year ended March, 31, 1998).
10.46 Intercreditor Agreement dated as of July 22, 2003 among Columbus
McKinnon Corporation, the subsidiary guarantors as listed thereon,
Fleet Capital Corporation, as Credit Agent, and U.S. Bank Trust
National Association, as Trustee (incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 29, 2003).
10.47 Second Amended and Restated Credit and Security Agreement, dated as of
November 21, 2002 and amended and restated as of January 2, 2004,
among Columbus McKinnon Corporation, as Borrower, Larco Industrial
Services Ltd., Columbus McKinnon Limited, the Guarantors Named Herein,
the Lenders Party Hereto From Time to Time, Fleet Capital Corporation,
as Administrative Agent, Fleet National Bank, as Issuing Lender,
Congress Financial Corporation (Central), Syndication Agent, Merrill
Lynch Capital, a Division of Merrill Lynch Business Financial Services
Inc., as Documentation Agent, and Fleet Securities, Inc., as Arranger
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended December 28, 2003).
#10.48 Columbus McKinnon Corporation Corporate Management Variable
Compensation Plan (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
October 3, 2004).
10.49 First Amendment to that certain Second Amended and Restated Credit and
Security Agreement, dated as of November 21, 2002 and amended and
restated as of January 2, 2004, among Columbus McKinnon Corporation,
as Borrower, Larco Industrial Services Ltd., Columbus McKinnon
Limited, the Guarantors From Time to Time Party Thereto, the Lenders
From Time to Time Party Thereto, Bank of America, N.A. as
Administrative Agent for such Lenders and as Issuing Lender dated
April 29, 2005 (incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K dated April 29, 2005).
10.50 Second amendment, dated as of August 5, 2005, to that certain Second
Amended and Restated Credit and Security Agreement, dated as of
November 21, 2002 and amended and restated as of January 2, 2004 (as
amended by that certain First Amendment to that certain Second Amended
and Restated Credit and Security Agreement, dated as of April 29,
2005, and as further modified and supplemented and in effect from time
to time, the "Credit Agreement"), among Columbus McKinnon Corporation,
a corporation organized under the laws of New York (the "Borrower"),
Larco Industrial Services Ltd., a business corporation organized under
the laws of the Province of Ontario, Columbus McKinnon Limited, a
business corporation organized under the laws of Canada, the
Guarantors from time to time party thereto, the Lenders from time to
time party thereto (collectively, the "Lenders"), Bank of America,
N.A., as Administrative Agent for such Lenders (the "Agent") and as
Issuing Lender (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q dated October 2, 2005).
10.51 Third amendment, dated as of August 22, 2005, to that certain Second
Amended and Restated Credit and Security Agreement, dated as of
November 21, 2002 and amended and restated as of January 2, 2004 (as
amended by that certain First Amendment to that certain Second Amended
and Restated Credit and Security Agreement, dated as of April 29,
2005, by that certain Second Amendment to that certain Second Amended
and Restated Credit and Security Agreement, dated as of August 5,
2005, and as further modified and supplemented and in effect from time
to time, the "Credit Agreement"), among Columbus McKinnon Corporation,
a corporation organized under the laws of New York (the "Borrower"),
Larco Industrial Services Ltd., a business corporation organized under
the laws of the Province of Ontario, Columbus McKinnon Limited, a
business corporation organized under the laws of Canada, the
Guarantors from time to time party thereto, the Lenders from time to
time party thereto (collectively, the "Lenders"), Bank of America,
N.A., as Administrative Agent for such Lenders (the "Agent") and as
Issuing Lender (incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q dated October 2, 2005).
10.52 Fourth amendment, dated as of October 17, 2005, to that certain Second
Amended and Restated Credit and Security Agreement, dated as of
November 21, 2002 and amended and restated as of January 2, 2004, and
amended by that certain First Amendment to the Credit Agreement, dated
as of April 29, 2005, and by that certain Second Amendment to the
Credit Agreement, dated as of August 5, 2005, and by that certain
Third Amendment to the Credit Agreement, dated as of August 22, 2005
(as further amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among Columbus McKinnon Corporation
(the "Borrower"), Larco Industrial Services Ltd., Columbus McKinnon
Limited, the Guarantors named therein, the lending institutions party
thereto, and Bank of America, N.A., as Administrative Agent and
Issuing Lender. Capitalized terms used herein and not defined herein
shall have the meanings ascribed thereto in the Credit Agreement
(incorporated by reference to Exhibit 10.3 to the Company's Quarterly
Report on Form 10-Q dated October 2, 2005).
10.53 Third Amended and Restated Credit and Security Agreement, dated as of
March 16, 2006 among Columbus McKinnon Corporation, as the Borrower,
Bank of America, N.A., as Administrative Agent and Issuing Lender, and
Other Lenders Party Hereto, and Bank of America Securities LLC, as
Arranger (incorporated by reference to Exhibit 10.53 to the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 2006).
21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit
21.1 to the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 2006).
23.1 Consent of Ernst & Young LLP (incorporated by reference to Exhibit
23.1 to the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 2006).
31.1 Certification of the principal executive officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended
(incorporated by reference to Exhibit 31.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 2006).
31.2 Certification of the principal financial officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended
(incorporated by reference to Exhibit 31.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 2006).
*32.1 Certification of the principal executive officer and the principal
financial officer pursuant to Rule 13a-14(b) of the Securities
Exchange Act of 1934, as amended and 18 U.S.C. Section 1350, as
adopted by pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
The information contained in this exhibit shall not be deemed filed
with the Securities and Exchange Commission nor incorporated by
reference in any registration statement foiled by the Registrant under
the Securities Act of 1933, as amended.
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* Filed herewith
# Indicates a Management contract or compensation plan or arrangement
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: June 29, 2006
COLUMBUS McKINNON CORPORATION
By: /s/ Timothy T. Tevens
---------------------
Timothy T. Tevens
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ TIMOTHY T. TEVENS President, Chief Executive June 29, 2006
------------------------- Officer and Director
TIMOTHY T. TEVENS (PRINCIPAL EXECUTIVE OFFICER)
/S/ KAREN L. HOWARD Vice President - Finance June 29, 2006
------------------------- and Chief Financial Officer
KAREN L. HOWARD (PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER)
/S/ ERNEST R. VEREBELYI Chairman of the Board of Directors June 29, 2006
-------------------------
ERNEST R. VEREBELYI
/S/ CARLOS PASCUAL Director June 29, 2006
-------------------------
CARLOS PASCUAL
/S/ RICHARD H. FLEMING Director June 29, 2006
-------------------------
RICHARD H. FLEMING
Director June 29, 2006
-------------------------
HERBERT P. LADDS, JR.
/S/ WALLACE W. CREEK Director June 29, 2006
-------------------------
WALLACE W. CREEK
/S/ LINDA A. GOODSPEED Director June 29, 2006
-------------------------
LINDA A. GOODSPEED
/S/ STEPHEN RABINOWITZ Director June 29, 2006
-------------------------
STEPHEN RABINOWITZ