You are cordially invited to attend a Special
Meeting of Shareholders of The Manitowoc Company, Inc. (Manitowoc) to be held on [ ], 2017, at
[ ] a.m., Central Standard Time, at the offices of Foley & Lardner LLP located at 777 East Wisconsin Avenue, 40
th
Floor, Milwaukee, Wisconsin.
At the special meeting, we will ask you to consider and vote on a proposal to adopt and approve an amendment to
Manitowocs Amended and Restated Articles of Incorporation that effects (a) a reverse stock split of the outstanding shares of Manitowocs common stock, at a reverse stock split ratio of
one-for-four,
and (b) a reduction in the number of authorized shares of Manitowocs common stock from 300,000,000 to 75,000,000.
The proxy statement attached to this letter provides you with information about the proposed reverse stock split amendment. Please read the entire proxy
statement carefully. You may obtain additional information about Manitowoc from documents we have filed or will file with the Securities and Exchange Commission.
It is important that your shares be represented and voted at the meeting. You should have already received an Important Notice Regarding the Availability of
Proxy Materials with instructions on how to access the proxy materials and vote. As indicated in that Notice, you may view the proxy materials online at www.proxydocs.com/mtw and you may also access and complete the proxy card online at
www.proxypush.com/mtw. Or if you prefer, you may request a copy of the proxy materials, free of charge, including a hard copy of the proxy card, through the website www.investorelections.com/mtw, by phone at
1-866-648-8133,
or by email at paper@investorelections.com. If your shares are held through a broker, bank or other holder of record, you should follow the procedures
provided by your broker, bank or other holder of record to provide voting instructions.
You can revoke your proxy at any time before the special meeting
and provide a new proxy as you deem appropriate. Only your latest dated proxy will count. If you decide to attend the special meeting and wish to change your proxy vote, you may do so by voting in person at the special meeting.
PROXY STATEMENT
FOR
THE MANITOWOC
COMPANY, INC.
TABLE OF CONTENTS
2400 South 44
th
Street
Manitowoc, WI 54220
ABOUT THIS PROXY STATEMENT
Purpose
This proxy statement is being furnished by The Manitowoc Company, Inc., a Wisconsin corporation (Manitowoc), in connection with the
solicitation by Manitowocs Board of Directors (the Board) of proxies to be voted at our special meeting of shareholders to be held on
[ ], at [ ] a.m., Central Standard Time, at the offices of
Foley & Lardner LLP located at 777 East Wisconsin Avenue, 40
th
Floor, Milwaukee, Wisconsin, and at any adjournment or postponement thereof (the Special Meeting). The holders
of record of Manitowoc common stock, par value $0.01 per share (common stock), as of the close of business on September 29, 2017, the record date for the Special Meeting, will be entitled to notice of and to vote at the Special
Meeting and any adjournment or postponements thereof. As of the record date, there were [ ] shares of our common stock issued, outstanding and entitled to vote. Each share of our
common stock is entitled to one vote on any matter presented at the Special Meeting.
The Special Meeting will be held for the sole
purpose of adopting and approving an amendment to our Amended and Restated Articles of Incorporation to effect (a) a reverse stock split of the outstanding shares of Manitowocs common stock, at a reverse stock split ratio of
one-for-four
(the Reverse Stock Split), and (b) a reduction in the number of authorized shares of Manitowocs common stock from 300,000,000 to 75,000,000
(the Authorized Share Reduction).
If our shareholders adopt and approve the amendment to our Amended and Restated Articles of
Incorporation to effect the Reverse Stock Split and the Authorized Share Reduction, and Manitowoc implements it, then the Reverse Stock Split and the Authorized Share Reduction will become effective shortly after the filing of articles of amendment
to our Amended and Restated Articles of Incorporation (the Articles of Amendment) with the Wisconsin Department of Financial Institutions. Even if shareholders adopt and approve the proposal, Manitowoc may delay the filing of the
Articles of Amendment or abandon the Reverse Stock Split and the Authorized Share Reduction if the Board determines that such action is in the best interests of Manitowoc and our shareholders.
Recommendation of the Board of Directors
The Board recommends that you vote
FOR
the adoption and approval of the amendment to our Amended and Restated Articles of Incorporation
to effect the Reverse Stock Split and the Authorized Share Reduction.
Questions and Answers About the Special Meeting and
Voting
Why did I receive these proxy materials?
We are providing these proxy materials in connection with the solicitation by the Board of proxies to be voted at our Special Meeting for the
purpose set forth above and in the attached Notice of Special Meeting of Shareholders. The Notice of Special Meeting of Shareholders and this proxy statement and a proxy or voting instruction card are being mailed or made available to shareholders
starting on or before
[
],
2017.
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Why did I receive an Important Notice of Internet Availability of Proxy Materials but no proxy
materials?
We distribute our proxy materials to certain shareholders via the Internet under the Notice and Access approach
permitted by rules of the Securities and Exchange Commission (SEC). This approach conserves natural resources and reduces our distribution costs, while providing a timely and convenient method of accessing the materials and voting. On or
before
[
],
2017, we mailed an Important Notice of Internet Availability of Proxy Materials to participating
shareholders, containing instructions on how to access the proxy materials on the Internet to vote your shares over the Internet or by telephone. You will not receive a printed copy of the proxy materials unless you request them. If you would like
to receive a printed copy of our proxy materials, including a printed proxy card on which you may submit your vote by mail, then you should follow the instructions for obtaining a printed copy of our proxy materials contained in the Important Notice
of Internet Availability of Proxy Materials.
What do I need to do to attend the Special Meeting?
Admission to the Special Meeting is limited to shareholders as of the close of business on September 29, 2017 and their authorized proxy
holders. If you hold your shares in your name as a shareholder of record and you plan to attend the Special Meeting, you will need proof of ownership of our stock. If your shares are held in the name of a broker, bank or other holder of record and
you plan to attend the Special Meeting, you must present proof of your ownership of our stock, such as a bank or brokerage account statement, to be admitted to the Special Meeting. In each case, the individual must have a valid government-issued
photo identification to be admitted to the Special Meeting.
What is the difference between holding shares as a shareholder of record and as a
beneficial owner?
If your shares are registered in your name with our transfer agent, Computershare, you are the shareholder of
record of those shares. The Notice of Special Meeting of Shareholders and this proxy statement and any accompanying materials have been provided directly to you by us.
If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the beneficial
owner of those shares, and the Notice of Special Meeting of Shareholders and this proxy statement and any accompanying documents have been provided to you by your broker, bank or other holder of record. As the beneficial owner, you have the
right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet.
How do I vote?
You may vote using any of
the following methods:
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By Internet
: You can vote over the Internet at www.proxypush.com/mtw by following the instructions in the Important Notice of Internet Availability of Proxy Materials or on the proxy card.
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By Telephone
: You can vote over the telephone by following the instructions in the Important Notice of Internet Availability of Proxy Materials or on the proxy card.
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By Mail
: If you have requested or received a proxy or voting instruction card by mail, you can vote by completing, signing and dating the accompanying proxy or voting instruction card and returning it in
the prepaid envelope. If you are a shareholder of record and return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by your proxy card as recommended by the
Board of Directors.
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At the Special Meeting
: Shareholders who attend the Special Meeting may vote in person at the
Special Meeting. You may also be represented by another person at the Special Meeting by executing a proper
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proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election
with your ballot to be able to vote at the Special Meeting.
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Internet and telephone voting facilities for shareholders
of record will be available 24 hours a day until 5:00 p.m., Eastern Standard Time, on
[
],
2017. The availability of
Internet and telephone voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. We therefore recommend that you follow the voting instructions in the materials you receive. If you vote by
Internet or telephone, you do not have to return your proxy or voting instruction card.
Your vote is important
. You can save us
the expense of a second mailing by voting promptly.
What can I do if I change my mind after I vote?
Submitting your proxy over the Internet, by telephone or by executing and returning a printed proxy card will not affect your right to attend
the Special Meeting and to vote in person. Presence at the Special Meeting of a shareholder who has submitted a proxy does not in itself revoke a proxy. If you are a shareholder of record, you can revoke your proxy before it is exercised by:
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giving written notice to the Secretary of Manitowoc;
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delivering a valid, later-dated proxy, or a later-dated vote by telephone or on the Internet, in a timely manner; or
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voting by ballot at the Special Meeting.
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If you are a beneficial owner of shares, you
may submit new voting instructions by contacting your broker, bank or other holder of record
.
What is householding and how does it
affect me?
We have adopted a procedure approved by the SEC called householding. Under this procedure, shareholders of
record who have the same address and last name and receive paper copies of the proxy materials will receive only one copy of our proxy statement, unless we are notified that one or more of these shareholders wishes to continue receiving individual
copies. This procedure will reduce our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards.
Upon request, we will promptly deliver a separate copy of the proxy statement to any shareholder at a shared address to which a single copy of
each document was delivered. For future deliveries of proxy statements, shareholders may also request us to deliver multiple copies at a shared address to which a single copy of each document was delivered. Shareholders sharing an address who are
currently receiving multiple copies of the proxy statement may also request delivery of a single copy upon request. Shareholders may notify us of their requests orally or in writing by contacting Louis F. Raymond, Vice President, General Counsel and
Secretary, The Manitowoc Company, Inc., at
920-652-1761
and/or 2400 South 44
th
Street, P.O. Box 66, Manitowoc, WI
54221-0066.
If you are a beneficial owner, you can request information about householding from your broker, bank or other holder of
record.
Can I access the proxy materials on the Internet?
The Notice of Special Meeting of Shareholders and this proxy statement are available on our website at www.manitowoc.com.
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What happens if I do not instruct my broker how to vote?
Under New York Stock Exchange (NYSE) rules, the proposal to adopt and approve an amendment to our Amended and Restated Articles of
Incorporation to effect the Reverse Stock Split and the Authorized Share Reduction is considered a discretionary item. Consequently, for the proposal, a broker, bank or other holder of record will have discretion to vote your shares and,
therefore, will be able to vote your shares with respect to the proposal even if you do not provide your broker, bank or other holder of record with instructions on the proposal.
What is a quorum for the Special Meeting?
The presence of the holders of stock representing a majority of the voting power of all shares of stock issued and outstanding and entitled to
vote at the Special Meeting, in person or represented by proxy, is necessary to constitute a quorum. Abstentions are counted as present and entitled to vote for purposes of determining a quorum.
What is the voting requirements to approve the proposal to adopt and approve the amendment?
Under Wisconsin law, shareholders will approve the amendment to our Amended and Restated Articles of Incorporation to effect the Reverse Stock
Split and the Authorized Share Reduction if
two-thirds
of the outstanding shares of Manitowocs common stock are cast in favor of the amendment. Abstentions will have the effect of a vote against approval
of the amendment to our Amended and Restated Articles of Incorporation to effect the Reverse Stock Split and the Authorized Share Reduction.
How will
my shares be voted at the Special Meeting?
If you submit your proxy over the Internet or by telephone, or you request a printed proxy
card and properly execute and return the proxy card by mail, then the persons named as proxies will vote the shares represented by your proxy according to your instructions. If you request a printed proxy card, and properly execute and return the
proxy card by mail, but do not mark voting instructions on the proxy card, then the persons named as proxies will vote FOR the adoption and approval of the amendment to our Amended and Restated Articles of Incorporation to effect the Reverse Stock
Split and the Authorized Share Reduction.
Could other matters be decided at the Special Meeting?
Other than the adoption and approval of an amendment to our Amended and Restated Articles of Incorporation to effect the Reverse Stock Split
and the Authorized Share Reduction, no other matters will be presented for action by the shareholders at the Special Meeting.
Who will pay for the
cost of this proxy solicitation?
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors,
officers or employees in person or by telephone, mail, electronic transmission and/or facsimile transmission. We have not engaged and do not currently intend to engage a proxy solicitor to assist us with the solicitation of proxies. If we later
determine to engage a proxy solicitor, then we will pay the costs of the solicitor, including its fee and the reimbursement of its expenses. We will reimburse brokers and other nominees for their reasonable expenses in communicating with the persons
for whom they hold our common stock.
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PROPOSAL
The Proposal
Manitowoc is asking shareholders to adopt and approve an amendment to our Amended and Restated Articles of Incorporation to effect the Reverse
Stock Split (a
one-for-four
reverse split of the outstanding shares of Manitowoc common stock) and the Authorized Share Reduction, which is a proportionate reduction in
the authorized number of shares of Manitowoc common stock. Our Board has unanimously approved the proposed amendment, and recommends that our shareholders adopt and approve the proposed amendment. The foregoing description of the proposed amendment
is a summary and is subject to the full text of the proposed amendment, which is attached to this proxy statement as Annex A.
If
shareholders approve this proposal, then the Board will cause the Articles of Amendment to be filed with the Wisconsin Secretary of State to effect the Reverse Stock Split and the Authorized Share Reduction only if the Board determines that the
Reverse Stock Split and the Authorized Share Reduction would be in the best interests of Manitowoc and its shareholders. The Board also may determine in its discretion not to effect the Reverse Stock Split and the Authorized Share Reduction and not
to file the Articles of Amendment. Manitowoc will not effect the Reverse Stock Split without also effecting the Authorized Share Reduction, and vice versa. No further action on the part of shareholders will be required to either implement or abandon
the Reverse Stock Split or the Authorized Share Reduction.
As of the September 29, 2017 record date,
[ ] shares of our common stock were issued and outstanding. Based on such number of shares of our common stock issued and outstanding, immediately following the effectiveness of
the Reverse Stock Split (and without giving any effect to the payment of cash in lieu of fractional shares), we will have issued and outstanding approximately [ ] shares of
common stock. The Authorized Share Reduction will result in a proportionate reduction of the total number of shares of Manitowoc common stock that Manitowoc is authorized to issue from 300,000,000 to 75,000,000. See Effects of the Reverse
Stock Split and the Authorized Share Reductions Effect on Shares.
All holders of Manitowoc common stock will be affected
proportionately by the Reverse Stock Split and the Authorized Share Reduction.
No fractional shares of common stock will be issued as a
result of the Reverse Stock Split. Instead, any shareholder who would have been entitled to receive a fractional share as a result of the Reverse Stock Split will receive cash payments in lieu of such fractional shares. Each common shareholder will
hold the same percentage of the outstanding common stock immediately following the Reverse Stock Split as that shareholder did immediately prior to the Reverse Stock Split, except to the extent that the Reverse Stock Split results in shareholders
receiving cash in lieu of fractional shares. The par value of our common stock will continue to be $0.01 per share. See Effects of the Reverse Stock Split and the Authorized Share Reduction General.
Reasons for the Reverse Stock Split and Authorized Share Reduction
Reverse Stock Split.
The Board has determined that it is in the best interests of Manitowoc and its shareholders to implement the
Reverse Stock Split to reduce the number of shares of common stock outstanding. In determining to seek authorization for the Reverse Stock Split, the Board considered that the implementation of a reverse stock split is likely to increase the trading
price for Manitowoc common stock as a result of the reduction in the number of shares outstanding. The Board also considered that the increased trading price of Manitowoc common stock that is expected as a result of the reverse stock split may
improve marketability of Manitowoc common stock which may facilitate trading in Manitowoc common stock.
For example, some investors may
prefer to invest in stocks that trade at a per share price range more typical of companies listed on the NYSE and
in-line
with constituents of comparable indices, and certain institutional
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investors may be prohibited in their investment charters from purchasing stocks that trade below certain minimum price levels. Further, brokerage commissions paid by investors, as a percentage of
a total transaction, tend to be higher for lower-priced stocks. An increased trading price for Manitowoc common stock as a result of a reverse stock split may help reduce these concerns.
Authorized Share Reduction.
As a matter of Wisconsin law, the implementation of the Reverse Stock Split does not require a reduction in
the total number of authorized shares of our common stock. However, if shareholders adopt and approve the amendment to the Amended and Restated Articles of Incorporation to effect the Reverse Stock Split and the Authorized Share Reduction and the
Reverse Stock Split is implemented, the authorized number of shares of our common stock also would be proportionately reduced.
Certain Risks and Potential Disadvantages Associated with the Reverse Stock Split and the Authorized Share Reduction
We cannot assure you that the proposed Reverse Stock Split will increase our stock price.
We expect that the Reverse Stock Split will
increase the market price of our common stock. However, the effect of the Reverse Stock Split on the market price of our common stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies is varied,
particularly since some investors may view a reverse stock split negatively. It is possible that the per share price of our common stock after the Reverse Stock Split will not increase in the same proportion as the reduction in the number of our
outstanding shares of common stock following the Reverse Stock Split, and the Reverse Stock Split may not result in a per share price that would attract investors who do not trade in lower priced stocks. In addition, although we believe the Reverse
Stock Split may enhance the marketability of our common stock to certain potential investors, we cannot assure you that, if implemented, our common stock will be more attractive to institutional or other long-term investors. Even if we implement the
Reverse Stock Split, the market price of our common stock may decrease due to factors unrelated to the Reverse Stock Split, including our future performance. If the Reverse Stock Split is consummated and the trading price of the common stock
declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split.
The proposed Reverse Stock Split may decrease the liquidity of our common stock and result in higher transaction costs
. The liquidity
of our common stock may be negatively impacted by the Reverse Stock Split, given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the stock price does not increase as a result of the Reverse Stock
Split. In addition, if the Reverse Stock Split is implemented, it will increase the number of our shareholders who own odd lots of fewer than 100 shares of common stock. Brokerage commission and other costs of transactions in odd lots
are generally higher than the costs of transactions of more than 100 shares of common stock. Accordingly, the Reverse Stock Split may not achieve the desired results of increasing marketability of our common stock as described above.
Effective Time
The effective time of the Reverse Stock Split and the Authorized Share Reduction (the Effective Time), if approved by shareholders,
will be the date and time set forth in the Articles of Amendment that are filed with the Wisconsin Department of Financial Institutions, which is expected to be shortly after such filing is made with the Wisconsin Department of Financial
Institutions.
If, at any time prior to the filing of the Articles of Amendment with the Wisconsin Department of Financial Institutions,
the Board, in its discretion, determines that it is in Manitowocs best interests and the best interests of Manitowocs shareholders to delay the filing of the Articles of Amendment or abandon the Reverse Stock Split and the Authorized
Share Reduction, the Reverse Stock Split and the Authorized Share Reduction may be delayed or abandoned, without any further action by our shareholders.
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Fractional Shares
Shareholders will not receive fractional shares of common stock in connection with the Reverse Stock Split. Instead, the transfer agent will
aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market on behalf of those shareholders who would otherwise be entitled to receive a fractional share as a result
of the Reverse Stock Split. We expect that the transfer agent will conduct the sale in an orderly fashion at a reasonable pace and that it may take several days to sell all of the aggregated fractional shares of our common stock. After the transfer
agents completion of such sale, shareholders who would have been entitled to a fractional share will instead receive a cash payment from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of
that sale.
No transaction costs will be assessed on shareholders for the cash payment in lieu of fractional shares. Shareholders will not
be entitled to receive interest for the period of time between the Effective Time and the date payment is made for their fractional share interest. You should also be aware that, under the escheat laws of certain jurisdictions, sums due for
fractional interests that are not timely claimed after the funds are made available may be required to be paid to the designated agent for each such jurisdiction. Thereafter, shareholders otherwise entitled to receive such funds may have to obtain
the funds directly from the state to which they were paid.
If you believe that you may not hold sufficient shares of Manitowoc common
stock at the Effective Time to receive at least one share in the Reverse Stock Split and you want to continue to hold Manitowoc common stock after the Reverse Stock Split, you may do so by either:
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purchasing a sufficient number of shares of Manitowoc common stock; or
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if you have shares of Manitowoc common stock in more than one account, consolidating your accounts;
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in each
case, so that you hold a number of shares of our common stock in your account prior to the Reverse Stock Split that would entitle you to receive at least one share of common stock in the Reverse Stock Split. Shares of our common stock held in
registered form and shares of our common stock held in street name (that is, through a broker, bank or other holder of record) for the same shareholder will be considered held in separate accounts and will not be aggregated when
effecting the Reverse Stock Split.
Effects of the Reverse Stock Split and the Authorized Share Reduction
General
After the effective date of the Reverse Stock Split and the Authorized Share Reduction, each shareholder will own a reduced number of shares of
common stock. However, the Reverse Stock Split will affect all of our shareholders uniformly and will not affect any shareholders percentage ownership interests in Manitowoc, except to the extent that the Reverse Stock Split results in any of
our shareholders owning a fractional share as described below. Voting rights and other rights and preferences of the holders of our common stock will not be affected by the Reverse Stock Split (other than as a result of the payment of cash in lieu
of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of our common stock immediately prior to the Reverse Stock Split would continue to hold 2% (assuming there is no impact as a result of the payment of
cash in lieu of issuing fractional shares) of the voting power of the outstanding shares of our common stock immediately after such Reverse Stock Split. The number of shareholders of record will not be affected by the Reverse Stock Split (except to
the extent that any shareholder holds only a fractional share interest and receives cash for such interest after such Reverse Stock Split).
The principal effects of the Reverse Stock Split and the Authorized Share Reduction will be that:
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each four shares of our common stock owned by a shareholder will be combined into one new share of our common stock;
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no fractional shares of common stock will be issued in connection with the Reverse Stock Split; instead, holders of common stock who would otherwise receive a fractional share of common stock pursuant to the Reverse
Stock Split will receive cash in lieu of the fractional share as explained above;
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the total number of authorized shares of our common stock will be reduced from 300,000,000 to 75,000,000;
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proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all then outstanding stock options, which will result in a proportional decrease in the
number of shares of our common stock reserved for issuance upon exercise of such stock options;
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the number of shares subject to all of our other outstanding equity awards will be reduced in the same
one-for-four
ratio;
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any per share common stock price targets associated with performance-based awards will be increased in direct proportion to the Reverse Stock Split;
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the number of shares then reserved for issuance under the 2013 Omnibus Incentive Plan, and the per-participant share award limits set forth in such plan, will be reduced proportionately; and
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there will potentially be an increase in the number of shareholders owning odd lots of less than 100 shares of our common stock and, although odd lot shares may be more difficult to sell, and brokerage
commissions and other costs of transactions in odd lots generally are proportionately higher than the costs of transactions in round lots of even multiples of 100 shares, we believe, however, that these potential negative effects are
outweighed by the benefits of the Reverse Stock Split.
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Effect on Shares
Based on share information as of September 29, 2017 and assuming the proposal is approved and the Reverse Stock Split and Authorized Share
Reduction are implemented, the number of shares of common stock authorized would be reduced from 300,000,000 to 75,000,000, the number of shares of common stock issued and outstanding would be reduced from
[ ] to [ ], the number of shares of common stock reserved for future issuance would be reduced from
[ ] to [ ] and the number of common stock authorized but not outstanding or reserved would be reduced from
[ ] to [ ].
After the effective date of the Reverse Stock Split, our common stock would have a new committee on uniform securities identification
procedures (or CUSIP) number, which is a number used to identify our common stock.
Our common stock is currently registered under
Section 12(b) of the Securities Exchange Act
of 1934 (the Exchange Act), and we are subject to the periodic reporting and other requirements of the Exchange Act. The implementation of the proposed Reverse Stock Split will not
affect the registration of our common stock under the Exchange Act. Our common stock would continue to be listed on the New York Stock Exchange
under the symbol MTW immediately following the Reverse Stock Split.
Effect on Preferred Stock
Pursuant to our Amended and Restated Articles of Incorporation, our authorized capital stock includes 3,500,000 shares of Preferred Stock, par
value $0.01 per share. The proposed Articles of Amendment would not impact the total authorized number of shares of preferred stock or the par value of the preferred stock.
Reduction in Stated Capital
Pursuant to the Reverse Stock Split, the par value of Manitowoc common stock will remain $0.01 per share. As a result of the Reverse Stock
Split, at the Effective Time, the stated capital on Manitowocs balance sheet
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attributable to our common stock will be reduced in proportion to the size of the Reverse Stock Split, subject to a minor adjustment in respect of the treatment of fractional shares, and the
additional
paid-in
capital account will be credited with the amount by which the stated capital is reduced. Our shareholders equity, in the aggregate, will remain unchanged.
Shares Held in Book-Entry and Through a Broker, Bank or Other Holder of Record
The combination of, and reduction in, the number of our outstanding shares of common stock as a result of the Reverse Stock Split will occur
automatically at the Effective Time without any additional action on the part of our shareholders.
Upon the Reverse Stock Split, we
intend to treat shareholders holding shares of Manitowoc common stock in street name (that is, through a broker, bank or other holder of record) in the same manner as registered shareholders whose shares of Manitowoc common stock are
registered in their names. Brokers, banks or other holders of record will be instructed to effect the reverse stock split for their beneficial holders holding shares of our common stock in street name; however, these brokers, banks or
other holders of record may apply their own specific procedures for processing the Reverse Stock Split. If you hold your shares of Manitowoc common stock with a broker, bank or other holder of record, and you have any questions in this regard, we
encourage you to contact your holder of record.
If you hold registered shares of our common stock in a book-entry form, you do not need
to take any action to receive your post-Reverse Stock Split shares of our common stock in registered book-entry form or your cash payment in lieu of fractional shares, if applicable. If you are entitled to post-Reverse Stock Split shares of our
common stock, a transaction statement will automatically be sent to your address of record as soon as practicable after the Effective Time indicating the number of shares of our common stock you hold. In addition, if you are entitled to a payment of
cash in lieu of fractional shares, a check will be mailed to you at your registered address as soon as practicable after the Effective Time. By signing and cashing this check, you will warrant that you owned the shares of Manitowoc common stock for
which you received a cash payment. See Fractional Shares.
If you hold any of your shares of our common stock in certificate
form, you will receive a transmittal letter from our transfer agent as soon as practicable after the Effective Time. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate representing the
pre-Reverse
Stock Split shares of our common stock for either: (1) a certificate representing the post-Reverse Stock Split shares of our common stock or (2) post-Reverse Stock Split shares of our common
stock in a book-entry form, evidenced by a transaction statement that will be sent to your address of record as soon as practicable after the Effective Time indicating the number of shares of our common stock you hold, in each case together with any
payment of cash in lieu of fractional shares to which you are entitled. Beginning on the effective date of the reverse stock split, each certificate representing
pre-Reverse
Stock Split shares of our common
stock will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split shares. If you are entitled to a payment of cash in lieu of fractional shares, payment will be made as described under Fractional Shares
above.
Shareholders should not destroy any share certificate(s) and should not submit any share certificate(s) until requested to
do so.
Interest of Certain Persons in Matters on Which Action will be Taken
No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Reverse Stock Split or the
Authorized Share Reduction that is not shared by all of our other shareholders.
Reservation of Right to Delay the Filing of
the Articles of Amendment or Abandon the Reverse Stock Split and the Authorized Share Reduction
Manitowoc reserves the right to delay
the filing of the Articles of Amendment or abandon the Reverse Stock Split and the Authorized Share Reduction at any time before the Effective Time, even if the amendment to our
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Amended and Restated Articles of Incorporation to effect the Reverse Stock Split and the Authorized Share Reduction has been approved by shareholders at the special meeting. By voting in favor of
the amendment to our Amended and Restated Articles of Incorporation to effect the Reverse Stock Split and the Authorized Share Reduction, you are also expressly authorizing the Board to delay, until December 31, 2017, or abandon the Reverse
Stock Split and the Authorized Share Reduction if the Board determines that such action is in the best interests of Manitowoc and our shareholders.
Vote Required
Under Wisconsin law, the amendment to our Amended and Restated Articles of Incorporation to effect the Reverse Stock
Split and the Authorized Share Reduction will be approved if
two-thirds
of the outstanding shares of Manitowocs common stock are cast in favor of the amendment. Abstentions will have the effect of a vote
against approval of the amendment to our Amended and Restated Articles of Incorporation to effect the Reverse Stock Split and the Authorized Share Reduction.
The Board recommends that you vote
FOR
the adoption and approval of the amendment to our Amended and Restated Articles of Incorporation
to effect the Reverse Stock Split and the Authorized Share Reduction.
No Dissenters Rights
Under Wisconsin law and the Amended and Restated Articles of Incorporation, shareholders have no rights to exercise dissenters rights
with respect to the amendment to our Amended and Restated Articles of Incorporation to effect the Reverse Stock Split and the Authorized Share Reduction.
Material U.S. Federal Income Tax Consequences of the Reverse Stock Split
The following discussion is a summary of material U.S. federal income tax consequences of the Reverse Stock Split to U.S. Holders (as defined
below). This summary is based upon the Internal Revenue Code of 1986, as amended (the Code), Treasury regulations, rulings of the Internal Revenue Service (IRS), and judicial decisions in existence on the date hereof, all of
which are subject to change. Any such change could apply retroactively and could adversely affect the tax consequences described below. No assurance can be given that the IRS will agree with the consequences described in this summary, or that a
court will not sustain any challenge by the IRS in the event of litigation. No advance tax ruling has been sought or obtained from the IRS regarding the tax consequences of the transactions described herein.
For purposes of this summary, a U.S. Holder is a beneficial owner of shares of our common stock that is (a) an individual who
is a citizen of the United States or who is resident in the United States for U.S. federal income tax purposes, (b) an entity that is classified for U.S. federal income tax purposes as a corporation and that is organized under the laws of the
United States, any state thereof, or the District of Columbia, or is otherwise treated for U.S. federal income tax purposes as a domestic corporation, (c) an estate the income of which is subject to U.S. federal income taxation regardless of
its source, or (d) a trust (i) whose administration is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more United States persons as
described in Section 7701(a)(30) of the Code (United States persons), or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.
If an entity classified for U.S. federal income tax purposes as a partnership or as an entity disregarded from its owner owns shares of our
common stock, the tax treatment of a member of the entity will depend on the status of the member and the activities of the entity. The tax treatment of such an entity, and the tax treatment of any member of such an entity, are not addressed in this
summary. Any entity that is classified for U.S. federal income tax purposes as a partnership or as an entity disregarded from its owner and that owns shares of our common stock, and any members of such an entity, are encouraged to consult their tax
advisors.
10
This summary does not discuss all U.S. federal income tax considerations that may be relevant to
U.S. Holders in light of their particular circumstances or that may be relevant to certain beneficial owners that may be subject to special treatment under U.S. federal income tax law (for example,
tax-exempt
organizations, insurance companies, banks and other financial institutions, dealers in securities, traders in securities that elect to use a
mark-to-market
method of
accounting, real estate investment trusts, regulated investment companies, individual retirement accounts, qualified pension plans, persons who hold shares of our common stock as part of a straddle, hedging, constructive sale, conversion, or other
integrated transaction, and persons who acquired shares of our common stock as a result of the exercise of employee stock options or otherwise as compensation or through a
tax-qualified
retirement plan).
Furthermore, this summary does not discuss any alternative minimum tax consequences, and does not address any aspects of U.S. state or local taxation. This summary only applies to those beneficial owners that hold shares of our common stock as
capital assets within the meaning of the Code.