UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 ---------------- OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------ ------------ Commission File Number 1-11978 ------------ The Manitowoc Company, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Wisconsin 39-0448110 -------------------------------- ------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 500 So. 16th Street, Manitowoc, Wisconsin 54220 - -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (920) 684-4410 - ------------------------------------------------------------------- (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark 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 ( X ) No ( ) The number of shares outstanding of the Registrant's common stock, $.01 par value, as of June 30, 2000, the most recent practicable date, was 24,634,771. PART I. FINANCIAL INFORMATION ------------------------------------------------ Item 1. Financial Statements - ------------------------------------- <TABLE> <CAPTION> THE MANITOWOC COMPANY, INC. Consolidated Statements of Earnings For the Quarter and Six Months Ended June 30, 2000 and 1999 (Unaudited) (In thousands, except per-share and average shares data) QUARTER ENDED YEAR-TO-DATE ------------------------- ---------------------- June 30, June 30, June 30, June 30, 2000 1999 2000 1999 ---------- --------- ---------- --------- <S> <C> <C> <C> <C> Net Sales $ 239,287 $ 226,342 $ 441,277 $ 410,532 Costs And Expenses: Cost of goods sold 168,221 160,624 314,494 292,253 Engineering, selling and administrative expenses 30,572 29,298 59,546 59,209 ------- --------- -------- -------- Total 198,793 189,922 374,040 351,462 Earnings From Operations 40,494 36,420 67,237 59,070 Other Income (Expense): Interest expense (3,938) (2,736) (6,449) (5,444) Interest & dividend income 221 17 288 104 Other expense (607) (386) (1,045) (692) ------- -------- -------- -------- Total (4,324) (3,105) (7,206) (6,032) -------- -------- -------- -------- Earnings Before Taxes On Income 36,170 33,315 60,031 53,038 Provision For Taxes On Income 13,564 12,329 22,512 19,624 -------- -------- -------- -------- Net Earnings $ 22,606 $ 20,986 $ 37,519 $ 33,414 -------- -------- -------- -------- Net Earnings Per Share - Basic $ .91 $ .81 $ 1.48 $ 1.29 Net Earnings Per Share - Diluted $ .91 $ .80 $ 1.47 $ 1.27 Dividends Per Share $ .075 $ .075 $ .15 $ .15 Average Shares Outstanding - Basic 24,725,648 25,965,034 25,287,860 25,963,711 Average Shares Outstanding - Diluted 24,905,159 26,321,060 25,436,958 26,329,040 See accompanying notes which are an integral part of these statements. </TABLE> <TABLE> <CAPTION> THE MANITOWOC COMPANY, INC. Consolidated Balance Sheets As of June 30, 2000 and December 31, 1999 (In thousands, except share data) -ASSETS- June 30, Dec. 31, 2000 1999 --------- ----------- (Unaudited) <S> <C> <C> Current Assets: Cash and cash equivalents $ 10,383 $ 10,097 Marketable securities 1,983 1,923 Accounts receivable 102,446 62,802 Inventories 98,306 91,437 Prepaid expenses and other 2,798 2,211 Future income tax benefits 22,557 22,528 ----------- ------------ Total current assets 238,473 190,998 Intangible assets - net 264,713 232,729 Other assets 14,532 14,490 Property, plant and equipment: At cost 232,204 214,352 Less accumulated depreciation (132,755) (122,329) ----------- ------------ Property, plant and equipment-net 99,449 92,023 ----------- ------------ TOTAL $ 617,167 $ 530,240 ----------- ------------ -LIABILITIES AND STOCKHOLDERS' EQUITY- Current Liabilities: Accounts payable and accrued expenses $ 159,048 $ 141,909 Current portion of long-term debt 750 489 Short-term borrowings 108,335 32,300 Product warranties 14,738 14,610 ---------- ----------- Total current liabilities 282,871 189,308 Non-Current Liabilities: Long-term debt less current portion 78,941 79,223 Post-retirement health benefits obligations 20,162 19,912 Other 11,219 9,621 ---------- ----------- Total non-current liabilities $ 110,322 $ 108,756 ---------- ----------- Stockholders' Equity: Common stock (36,746,482 shares issued at both dates) 367 367 Additional paid-in capital 31,586 31,476 Accumulated other comprehensive income (loss) (1,568) (814) Retained earnings 315,421 281,672 Treasury stock at cost (12,111,711 and 10,658,113 shares) (121,832) (80,525) ----------- ----------- Total stockholders' equity 223,974 232,176 ----------- ----------- TOTAL $ 617,167 $ 530,240 ----------- ----------- See accompanying notes which are an integral part of these statements. </TABLE> <TABLE> <CAPTION> THE MANITOWOC COMPANY, INC. Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2000 and 1999 (In thousands) (Unaudited) June 30, 2000 June 30, 1999 ----------------- ---------------- <S> <C> <C> Cash Flows From Operations: Net earnings $ 37,519 $ 33,414 Non-cash adjustments to income: Depreciation 4,947 4,651 Amortization of goodwill 3,987 3,588 Amortization of deferred financing fees 336 307 Loss on sale of fixed assets 46 169 Changes in operating assets and liabilities excluding effects of business acquisitions: Accounts receivable (31,084) (4,503) Inventories (1,119) 1,905 Other current assets 1,296 3,797 Non-current assets (542) (2,414) Current liabilities 9,687 20,271 Non-current liabilities (27) 297 ---------- ---------- Net cash provided by operations 25,046 61,482 Cash Flows From Investing: Purchase of temporary investments (60) (57) Business acquisitions - net (47,411) (62,655) Proceeds from sale of property, plant, and equipment 110 1,353 Capital expenditures (8,412) (5,590) ---------- ---------- Net cash used for investing (55,773) (66,949) Cash Flows From Financing: Dividends paid (3,770) (3,895) Options exercised 301 77 Treasury stock purchases (41,498) -- Payments on long-term borrowings (21) (13,645) Change in revolver borrowings - net 76,035 23,800 ---------- ---------- Net cash provided by financing 31,047 6,337 Effect of exchange rate changes on cash (34) (13) ---------- ---------- Net increase in cash and cash equivalents 286 857 Cash at beginning of period 10,097 10,582 ---------- ---------- Cash at end of period $ 10,383 $ 11,439 ---------- ---------- Supplemental Cash Flow Information: Interest paid $ 5,037 $ 4,467 Income taxes paid $ 17,845 $ 14,473 See accompanying notes which are an integral part of these statements. </TABLE> <TABLE> <CAPTION> THE MANITOWOC COMPANY, INC. Consolidated Statements of Comprehensive Income For the Quarter and Six Months Ended June 30, 2000 and 1999 (In thousands) (Unaudited) QUARTER ENDED YEAR-TO-DATE ----------------------- ---------------------- June 30, June 30, June 30, June 30, 2000 1999 2000 1999 -------- -------- -------- ------- <S> <C> <C> <C> <C> Net Earnings $22,606 $20,986 $37,519 $33,414 Other Comprehensive Income: Foreign currency translation adjustments (570) (118) (754) (288) ------- -------- -------- ----- Comprehensive Income $22,036 $20,868 $36,765 $33,126 ------- ------- ------- ------- See accompanying notes which are an integral part of these statements. </TABLE> THE MANITOWOC COMPANY, INC. Notes to Unaudited Consolidated Financial Statements For the Six Months Ended June 30, 2000 and 1999 Note 1. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, representing normal recurring accruals, necessary to present fairly the results of operations, cash flows and comprehensive income for the quarters and six months ended June 30, 2000 and 1999 and the financial position at June 30, 2000. The interim results are not necessarily indicative of results for a full year and do not contain information included in the company's annual consolidated financial statements and notes for the year ended December 31, 1999. The consolidated balance sheet as of December 31, 1999 was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the company's latest annual report. All dollar amounts are in thousands throughout these notes except where otherwise indicated. Note 2. The components of inventory at June 30, 2000 and December 31, 1999 are summarized as follows: <TABLE> <CAPTION> June 30, December 31, 2000 1999 ----------- ------------- <S> <C> <C> Components: Raw materials $ 38,390 $ 39,134 Work-in-process 29,885 30,218 Finished goods 52,430 42,352 --------- --------- Total inventories at FIFO costs 120,705 111,704 Excess of FIFO costs over LIFO value (22,399) (20,267) --------- --------- Total inventories $ 98,306 $ 91,437 </TABLE> Inventory is carried at lower of cost or market using the first-in, first-out (FIFO) method for 51% and 57% of total inventory at June 30, 2000 and December 31, 1999, respectively. The remainder of the inventory is costed using the last-in, first-out (LIFO) method. Note 3. The United States Environmental Protection Agency ("EPA") has identified the company as a potentially responsible party ("PRP") under the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), liable for the costs associated with investigating and cleaning up contamination at the Lemberger Landfill Superfund Site (the "Site") near Manitowoc, Wisconsin. Approximately 150 PRP's have been identified as having shipped substances to the Site. Eleven of the potentially responsible parties, including the company, have formed a group (the Lemberger Site Remediation Group, or LSRG) and have successfully negotiated with the EPA and the Wisconsin Department of Natural Resources to settle the potential liability at the Site and fund the cleanup. Recent estimates indicate that the total cost to clean up the Site could be as high as $30 million, however, the ultimate allocation of costs for the Site are not yet final. Although liability is joint and several, the company's percentage share of liability is estimated to be 11% of the total cleanup costs. Prior to December 31, 1996, the company accrued $3.3 million in connection with this matter. The expenses incurred during the second quarter and first six months of 2000 and 1999 in connection with this matter were not material. Remediation work at the Site has been completed, with only long-term pumping and treating of ground water and Site maintenance remaining. The remaining estimated liability for this matter, included in other current and noncurrent liabilities at June 30, 2000, is $1.1 million. As of June 30, 2000, 31 product-related lawsuits (other than lawsuits which were fully insured with no self-insured retention and lawsuits relating to breaking contract) were pending. All of these alleged accidents occurred during years in which the company had insurance coverages ranging from a $5.5 million self-insured retention with a $10.0 million limit on the insurer's contribution in 1990, to the current $1.0 million self-insured retention and $50.0 million limit on the insurer's contribution. Product liability reserves included in accounts payable and accrued expenses at June 30, 2000 are $8.3 million; $2.7 million reserved specifically for the 31 cases referenced above, and $5.6 million for incurred but not reported claims. These reserves were estimated using actuarial methods. Based on the company's experience in defending itself against product liability claims, management believes the current reserves are adequate for estimated settlements on aggregate self-insured claims. Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and the solvency of insurance carriers. It is reasonably possible that the estimates for environmental remediation and product liability costs may change in the near future based upon new information that may arise. Presently, there is no reliable means to estimate the amount of any such potential changes. The company is also involved in various other legal actions arising in the normal course of business. After taking into consideration legal counsel's evaluation of such actions, in the opinion of management, ultimate resolution is not expected to have a material adverse effect on the consolidated financial statements. Note 4. The company holds assets for sale which include land and improvements, buildings, and certain machinery and equipment at the "Peninsula facility" located in Manitowoc, Wisconsin, and land and building located in Scotts Hill, Tennessee. The current carrying value of these assets, determined through independent appraisals, is approximately $3.3 million and is included in other assets at June 30, 2000. The company has reserved for the future holding costs, which are included in accounts payable and accrued expenses, consisting primarily of utilities, security, maintenance, property taxes, and insurance. The company has also recorded reserves for potential environmental liabilities on the Peninsula location. For the second quarter and first six months of 2000, approximately $0.7 million and $0.9 million were charged against the reserve, respectively. Note 5. On February 17, 1999, the company's board of directors authorized a 3-for-2 stock split of the company's shares in the form of a 50-percent stock dividend payable on April 1, 1999 to shareholders of record on March 1, 1999. As a result of the stock split, 8,652,289 shares were issued. In October, 1999, the board of directors authorized the purchase of up to 1.5 million shares of the company's common stock. In March, 2000, the board of directors increased the number of shares of common stock that the company is authorized to repurchase by 1.0 million shares. During the first six months of 2000, the company repurchased 1.5 million shares at an aggregate cost of $41.5 million pursuant to this authorization. Note 6. The following is a reconciliation of the average shares outstanding used to compute basic and diluted earnings per share. <TABLE> <CAPTION> Quarter Ended June 30 Six Months Ended June 30 --------------------------------- ----------------------------------- 2000 1999 2000 1999 ---------------------- --------------------- ----------------------- ---------------------- Per Share Per Share Per Share Per Share Shares Amount Shares Amount Shares Amount Shares Amount --------- ---------- --------- ---------- ---------- --------- --------- ----------- <S> <C> <C> <C> <C> <C> <C> Basic EPS 24,725,648 $.91 25,965,034 $.81 25,287,860 $1.48 25,963,711 $1.29 Effect of Dilutive Securities Stock Options 179,511 356,026 149,098 365,329 ------------ ------------ ------------ ----------- Diluted EPS 24,905,159 $.91 26,321,060 $.80 25,436,958 $1.47 26,329,040 $1.27 </TABLE> Note 7. On January 14, 2000, the company, through a wholly-owned subsidiary, acquired certain assets of Pioneer Holdings LLC (Pioneer), a manufacturer of hydraulic boom trucks, from its parent company Mega Manufacturing. Pioneer produces five models of boom trucks with varying lifting capacities sold under the Pioneer brand name. Pioneer Cranes feature an innovative X-type outrigger system that provides 360-degree stability and 500-degree rotation capability without any reduction in lifting capacity. On February 17, 2000 the company, through a wholly-owned subsidiary, acquired all of the issued and outstanding shares of Beverage Equipment Supply Company (BESCO), a leading wholesale distributor of beverage dispensing equipment. BESCO has been integrated into the Company's Manitowoc Beverage Systems (MBS) operation. BESCO serves 14 states primarily in the Midwest, is located in Holland, Ohio, and has a warehouse facility in Lombard, Illinois. BESCO represents more than 50 different equipment manufacturers with products ranging from beverage dispensing equipment and systems to draft beer- dispensing systems. On March 31, 2000 the company acquired all of the issued and outstanding shares of Multiplex Company, Inc. (Multiplex). Multiplex is headquartered in St. Louis, Missouri where its production facility is located and has operations in Franfurt, Germany and Surrey, England. Multiplex manufactures soft drink and beer dispensing equipment as well as water purification systems and supplies leading quick-service restaurants, convenience stores, and movie theatres. In addition, Multiplex designs and builds custom applications to meet the needs of customers with requirements that cannot be met by conventional dispensing equipment. Multiplex was integrated into the Company's Ice/Beverage Group. On April 7, 2000 the company, through a wholly-owned subsidiary, acquired substantially all of the net business assets of Harford Duracool, LLC (Harford), a leading manufacturer of walk-in refrigerators and freezers. Harford maintains a 67,000-square-foot manufacturing facility in Aberdeen, Maryland. The Harford's primary distribution channels are foodservice equipment dealers and commercial refrigeration distributors. Harford's products range in size from 200 to 60,000 cubic feet. Harford also manufactures a line of modular, temperature-controlled structures for other niche markets. All of the aforementioned acquisitions have been accounted for using the purchase method of accounting and were financed using funds from the company's existing credit facility. The total aggregate consideration paid for these acquisitions was $56.9 million, which is net of cash acquired of $3.5 million and includes direct acquisition costs of $0.3 million and assumed liabilities of $9.5 million. The preliminary estimate of the aggregate excess of cost over the fair values of the net assets acquired for these acquisitions of $35.6 million is being amortized over a weighted average life of 36 years. The results of these acquisitions' operations subsequent to their date of acquisition are included in the Consolidated Statement of Earnings for the quarter and six months ending June 30, 2000. Note 8. The company determines its segments based upon the internal organization that is used by management to make operating decisions and assess performance. Based upon this approach, the company has three reportable segments: Foodservice Equipment (Foodservice), Cranes and Related Products (Cranes), and Marine Operations (Marine). Information about reportable segments and a reconciliation of total segment sales and profits to the consolidated totals for the quarters and first six months ending June 30, 2000 and 1999 are summarized in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations", to this report on Form 10-Q. As of June 30, 2000 and December 31, 1999, the total assets by segment were as follows: <TABLE> <CAPTION> June 30, Dec. 31, 2000 1999 ----------- ----------- <S> <C> <C> Foodservice $ 387,108 $ 314,982 Cranes 180,905 165,974 Marine 12,124 10,162 General corporate 37,030 39,122 ------------ ------------ Total $ 617,167 $ 530,240 </TABLE> Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for the Quarter and Six Months Ended June 30, 2000 and 1999 - -------------------------------------------------------------------- Net sales and earnings from operations by business segment for the quarter and first six months ended June 30, 2000 and 1999 are shown below (in thousands): <TABLE> <CAPTION> QUARTER ENDED YEAR-TO-DATE -------------------------- ------------------------ June 30, June 30, June 30, June 30, 2000 1999 2000 1999 -------- --------- --------- --------- <S> <C> <C> <C> <C> NET SALES: Foodservice equipment $ 121,948 $110,561 $ 214,877 $194,851 Cranes and related products 98,491 98,147 195,398 187,577 Marine 18,848 17,634 31,002 28,104 ---------- ---------- ---------- ---------- Total $ 239,287 $226,342 $ 441,277 $410,532 EARNINGS (LOSS) FROM OPERATIONS: Foodservice equipment $ 22,289 $ 21,081 $ 34,468 $ 32,853 Cranes and related products 20,134 17,325 37,466 30,602 Marine 2,864 2,880 5,241 5,192 General corporate expense (2,708) (2,998) (5,951) (5,989) Amortization (2,085) (1,868) (3,987) (3,588) ---------- ---------- ---------- ---------- Total 40,494 36,420 67,237 59,070 OTHER INCOME (EXPENSE) -NET (4,324) (3,105) (7,206) (6,032) --------- ---------- ---------- ---------- EARNINGS BEFORE TAXES ON INCOME $ 36,170 $ 33,315 $ 60,031 $ 53,038 </TABLE> Net earnings for the second quarter of 2000 increased 7.7 percent to $22.6 million, or $.91 per diluted share, from $21.0 million, or $.80 per diluted share, for the second quarter of 1999. Net sales increased 5.7% to $239.3 million in the second quarter of 2000, from $226.3 million for the same period in 1999. Sales and earnings growth was driven by gains in the foodservice and crane segments. For the first six months of 2000, net earnings increased 12.3 percent to $37.5 million, or $1.47 per diluted share, from $33.4 million, or $1.27 per diluted share, for the first six months of 1999. Net sales increased 7.5% to $441.3 million in the first six months of 2000 from $410.5 million for the same period in 1999. Foodservice posted considerable gains despite softer demand for equipment serving the beverage industry. Sales for the Foodservice segment were $122.0 million for the quarter, up 10.3% from the first quarter of 1999. Excluding sales to the soft-drink market, Foodservice sales were up 15.6% over the same period last year. Operating earnings increased 5.7% to $22.3 million, from $21.1 million in 1999. The Foodservice segment's operating margin of 18.3% compares to 19.1% for the second quarter last year. The decrease is largely due to the impact of the acquisitions made during the first six months of 2000. (See Note 7 to the Consolidated Financial Statements.) Excluding these acquisitions, the operating margin would have been 19.9%. For the first six months of 2000 sales and operating earnings increased 10% and 5%, respectively. Cranes and related products sales for the second quarter were $98.5 million, up from $98.1 million for the second quarter of 1999. Operating earnings were $20.1 million, a 16.2% gain over the second quarter of 1999. The crane segment has continued to grow sales with new product introductions. During the second quarter, Manitowoc Cranes introduced the new 275-ton capacity Model 999. The company has already secured orders for 68 Model 999s, making it the most successful new-product introduction in the company's history. In addition, higher demand for the medium- and larger-capacity boom trucks was sparked by recent product innovations including a new 124-foot boom option, while the segment has noted some industry-wide softening in demand for lower capacity lift cranes. For the first six months of 2000, Cranes' sales were $195.4 million, compared to $187.6 million for the first six months of 1999. Operating earnings increased 22.4%, to $37.5 million, from $30.6 million for the same period in 1999. The crane backlog at the end of the second quarter stood at $141 million. Marine segment sales and operating earnings for the second quarter were $18.8 million and $2.9 million, respectively, compared with $17.6 million and $2.9 million for the same period in 1999. The shift in margins is due to the change in scope and mix of project and repair work. Bookings for marine projects and vessel repairs remain very strong and the company already has several commitments for next winter's lay-up season. The company has completed several unexpected emergency and casualty repairs during the second quarter and we are nearing completion of a cutterhead dredge for Lake Michigan Contractors, which is planned to launch at the Sturgeon Bay shipyard in August. For the first six months of 2000, sales and operating earnings for this segment were $31.0 million and $5.2 million, respectively, compared with $28.1 million and $5.2 million for 1999. Cash flow from operations for the first six months of 2000 was $25.0 million, which was below last year's level primarily as a result of accounts receivable increases. Total funded debt increased to $188.0 million at the end of the quarter, representing a debt-to- capital ratio of 46% at June 30. Manitowoc also completed the repurchase of 1.5-million share stock program during the quarter at an average cost of $27.67 per share. The effective tax rate remains unchanged at 37.5 percent. Financial Condition at June 30, 2000 - --------------------------------------------- The company's financial condition remains strong. Cash and marketable securities of $12.4 million and future cash flows from operations are expected to be adequate to meet the Company's liquidity requirements for the foreseeable future, including payments for long-term debt, line of credit, and anticipated capital expenditures of between $15-$18 million. This report on Form 10-Q includes forward-looking statements based on management's current expectations. Reference is made in particular to the description of the company's plans and objectives for future operations, assumptions underlying such plans and objectives and other forward-looking statements in this report. Such forward-looking statements generally are identifiable by words such as "believes," "intends," "estimates," "expects" and similar expressions. These statements involve a number of risks and uncertainties and must be qualified by factors that could cause results to be materially different from what is presented here. This includes the following factors for each business: Foodservice Equipment - demographic changes affecting the number of women in the workforce, general population growth, and household income; serving large restaurant chains as they expand their global operations; specialty foodservice market growth; and the demand for equipment for small kiosk-type locations. Cranes and Related Products - market acceptance of innovative products; cyclicality in the construction industry; growth in the world market for heavy cranes; demand for used equipment in developing countries. Marine - shipping volume fluctuations based on performance of the steel industry; five-year drydocking schedule; reducing seasonality through non-marine repair work. Year 2000 Compliance - ---------------------------- In prior years, the company executed various initiatives to ensure that its computer systems are capable of processing periods of the Year 2000 and beyond. These initiatives were completed prior to the end of 1999. In addition, the company had developed various contingency plans to address any unforeseen circumstances that may have arisen. As a result of those planning and implementation efforts, the company has not experienced any significant system failures or miscalculations as a result of the Year 2000 computer issue and believes it systems successfully responded to the Year 2000 date change. While no such disruption has developed as of the date of this filing, Year 2000 problems may still surface throughout calendar year 2000. The company will continue to monitor its critical computer applications and those of its suppliers and vendors throughout the year to ensure that any latent Year 2000 matters that may arise are addressed promptly. Item 3. Quantitative and Qualitative Disclosure About Market Risk ---------------------------------------------------------- See Item 7A of the company's Annual Report on Form 10-K for the year ended December 31, 1999. PART II. OTHER INFORMATION ------------------------------------------------ Item 4. Submission of Matters to a Vote of Security Holders ---------------------------------------------------------- At the annual meeting of the company's shareholders on May 2, 2000, management's nominees named below were elected as directors by the indicated votes cast for each nominee. Of the 22,744,954 shares of Common Stock which were represented at the meeting, at least 99.3% of the shares voting were voted for the election of each of management's nominees. Two directors were elected to serve until the Annual Meeting of Shareholders to be held in the year 2003: Name of Nominee For Withheld - ----------------------- ------------ ------------ Terry D. Growcock 22,678,170 66,784 George T. McCoy 22,593,054 151,900 There were no abstentions or broker non-votes with respect to the election of directors. In addition to the directors elected at the meeting, the company's continuing directors are Dean H. Anderson, James P. McCann, Gilbert F. Rankin, Jr., and Robert C. Stift. On May 15, 2000, Daniel W. Duval was appointed to the company's board of directors to fill the vacancy created by the retirement of one of the directors. Further information concerning the matters voted upon at the 2000 Annual Meeting of Shareholders is contained in the company's proxy statement dated March 20, 2000 with respect to the 2000 Annual Meeting. Item 6. Exhibits and Reports on Form 8-K ------------------------------------------ (a) Exhibits: See exhibit index following the signatures on this Report, which is incorporated herein by reference. (b) Reports on Form 8-K: None. 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 thereunto duly authorized. THE MANITOWOC COMPANY, INC. (Registrant) /s/ Terry D. Growcock ----------------------------- Terry D. Growcock President and Chief Executive Officer /s/ Glen E. Tellock ----------------------------- Glen E. Tellock V.P. & Chief Financial Officer /s/ Maurice D. Jones ----------------------------- Maurice D. Jones General Counsel and Secretary August 9,2000 THE MANITOWOC COMPANY, INC. EXHIBIT INDEX TO FORM 10-Q FOR QUARTERLY PERIOD ENDED June 30, 2000 Exhibit Filed No Description Herewith - ------- --------------- ------------ 10 The Manitowoc Company, Inc. Management Incentive Compensation Plan (Economic Value Added (EVA) Bonus Plan), as amended February 14, 2000 X 27 Financial Data Schedule X