Edgar Filing: COLUMBUS MCKINNON CORP

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SCHEDULE 14A INFORMATION

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COLUMBUS MCKINNON CORPORATION
-------------------------------------------------------------------------------
(Name of Registrant as specified in its charter)

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COLUMBUS MCKINNON CORPORATION
140 JOHN JAMES AUDUBON PARKWAY
AMHERST, NEW YORK 14228-1197

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 15, 2005

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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Columbus McKinnon Corporation, a New York corporation (the "Company"), will be
held at the University Inn & Conference Center, 2402 North Forest Road, Amherst,
New York, on August 15, 2005, at 10:00 a.m., local time, for the following
purposes:

1. To elect eight Directors to hold office until the 2006 Annual
Meeting and until their successors have been elected and qualified; and

2. To take action upon and transact such other business as may be
properly brought before the meeting or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on June 24, 2005
as the record date for the determination of shareholders entitled to receive
notice of and to vote at the Annual Meeting.

It is important that your shares be represented and voted at the Annual
Meeting. Whether or not you plan to attend, please sign, date and return the
enclosed proxy card in the enclosed postage-paid envelope or vote by telephone
or using the internet as instructed on the enclosed proxy card. If you attend
the Annual Meeting, you may vote your shares in person if you wish. We sincerely
appreciate your prompt cooperation.

TIMOTHY R. HARVEY
Secretary

Dated: July 13, 2005

COLUMBUS MCKINNON CORPORATION
140 JOHN JAMES AUDUBON PARKWAY
AMHERST, NEW YORK 14228-1197

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PROXY STATEMENT

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This Proxy Statement and the accompanying form of proxy are being furnished
in connection with the solicitation by the Board of Directors of Columbus
McKinnon Corporation, a New York corporation ("our Company", "we" or "us"), of
proxies to be voted at the Annual Meeting of Shareholders (the "Annual Meeting")
to be held at the University Inn & Conference Center, 2402 North Forest Road,
Amherst, New York, on August 15, 2005, at 10:00 a.m., local time, and at any
adjournment or adjournments thereof. The close of business on June 24, 2005 has
been fixed as the record date for the determination of shareholders entitled to
receive notice of and to vote at the meeting. At the close of business on June
24, 2005, we had outstanding 14,979,797 shares of our common stock, $.01 par
value per share, the holders of which are entitled to one vote per share on each
matter properly brought before the Annual Meeting.

The shares represented by all valid proxies in the enclosed form will be
voted if received in time for the Annual Meeting in accordance with the
specifications, if any, made on the proxy card. If no specification is made, the
proxies will be voted FOR the nominees for Director named in this Proxy
Statement.

In order for business to be conducted, a quorum must be present at the
Annual Meeting. A quorum is a majority of the outstanding shares of common stock
entitled to vote at the Annual Meeting. Abstentions, broker non-votes and
withheld votes will be counted in determining the existence of a quorum at the
Annual Meeting.

Directors will be elected by a plurality of the votes cast at the Annual
Meeting, meaning the eight nominees receiving the most votes will be elected.
Under the law of the State of New York, our state of incorporation, only "votes
cast" by the shareholders entitled to vote are determinative of the outcome of
the matter subject to shareholder vote. Abstentions and broker non-votes are not
counted in the vote and have no effect on the election of Directors. Unless
indicated otherwise, shares represented by all valid proxies received in time
for the Annual Meeting will be voted FOR the eight nominees for Director named
in this proxy statement. Instructions on a proxy to withhold authority to vote
for one or more of the nominees will result in those nominees receiving fewer
votes but will not count as a vote against such nominees.

The execution of a proxy will not affect a shareholder's right to attend
the Annual Meeting and to vote in person. A shareholder who executes a proxy may
revoke it at any time before it is exercised by giving written notice to the
Secretary, by appearing at the Annual Meeting and so stating, or by submitting
another duly executed proxy bearing a later date.

This Proxy Statement and form of proxy are first being sent or given to
shareholders on or about July 13, 2005.

PROPOSAL 1

ELECTION OF DIRECTORS

Our Certificate of Incorporation provides that our Board of Directors shall
consist of not less than three nor more than nine Directors to be elected at
each annual meeting of shareholders and to serve for a term of one year or until
their successors are duly elected and qualified. Our Board of Directors had been
comprised of six members. On October 17, 2004, the Board of Directors elected
Ms. Linda A. Goodspeed and Mr. Stephen Rabinowitz Directors of our Company,
thereby increasing our Board to eight members.

Unless instructions to the contrary are received, it is intended that the
shares represented by proxies will be voted for the election as Directors of
Herbert P. Ladds, Jr., Timothy T. Tevens, Carlos Pascual, Richard H. Fleming,
Ernest R. Verebelyi, Wallace W. Creek, Stephen Rabinowitz, and Linda A.
Goodspeed, each of whom is presently a Director and, with the exception of Ms.
Goodspeed and Mr. Rabinowitz, has been previously elected by our shareholders.
If any of these nominees should become unavailable for election for any reason,
it is intended that the shares represented by the proxies solicited herewith
will be voted for such other person as the Board of Directors shall designate.
The Board of Directors has no reason to believe that any of these nominees will
be unable or unwilling to serve if elected to office.

The following information is provided concerning the nominees for Director:

HERBERT P. LADDS, JR. has been a Director of our Company since 1973 and was
elected our Chairman of the Board of Directors in January 1998. Mr. Ladds served
as our Chief Executive Officer from 1986 until his retirement in July 1998. Mr.
Ladds was our President from 1982 until January 1998, our Executive Vice
President from 1981 to 1982 and Vice President - Sales & Marketing from 1971 to
1980. Mr. Ladds is also a director of Utica Mutual Insurance Company and Utica
Life Insurance Company.

TIMOTHY T. TEVENS was elected President and a Director of our Company in
January 1998 and assumed the duties of Chief Executive Officer in July 1998.
From May 1991 to January 1998 he served as our Vice President - Information
Services and was also elected Chief Operating Officer in October 1996. From 1980
to 1991, Mr. Tevens was employed by Ernst & Young LLP in various management
consulting capacities.

CARLOS PASCUAL has been a Director of our Company since 1998. Mr. Pascual
currently serves as Chairman of the Board of Directors of Xerox de Espana S.A.
(Spain). From January 2000 through December 2003, Mr. Pascual was Executive Vice
President and President of Developing Markets Operations for Xerox. From January
1999 to January 2000, Mr. Pascual served as Deputy Executive Officer of Xerox's
Industry Solutions Operations. From August 1995 to January 1999, Mr. Pascual
served as President of Xerox Corporation's United States Customer Operations.
Prior thereto, he has served in various capacities with Xerox Corporation.

RICHARD H. FLEMING was appointed a Director of our Company in March 1999.
In February 1999, Mr. Fleming was appointed Executive Vice President and Chief
Financial Officer of USG Corporation. Prior thereto, Mr. Fleming served USG
Corporation in various executive financial capacities, including Senior Vice
President and Chief Financial Officer from January 1995 to February 1999 and

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Vice President and Chief Financial Officer from January 1994 to January 1995.
Mr. Fleming also serves as a member of the Board of Directors for several
not-for-profit entities including UCAN, the Child Welfare League of America and
Chicago United.

ERNEST R. VEREBELYI was appointed a Director of the Company in January
2003. Mr. Verebelyi retired from Terex Corporation, a global diversified
equipment manufacturer, in October 2002 where he held the position of Group
President. Prior to joining Terex in 1998, he held executive, general management
and operating positions at General Signal Corporation, Emerson, Hussmann
Corporation and General Electric. Mr. Verebelyi also serves as a director of
both The Nash Engineering Company of Trumbull, Connecticut and Fairfield
Manufacturing Company, headquartered in Lafayette, Indiana.

WALLACE W. CREEK was appointed a Director of the Company in January 2003.
From December 2002 through June 2004, Mr. Creek served as Senior Vice President
of Finance for Collins & Aikman, a leading manufacturer of automotive
components. Prior to that, Mr. Creek served as Controller of the General Motors
Corporation from 1992 to 2002 and held several executive positions in finance at
General Motors over a forty-three year career.

STEPHEN RABINOWITZ became a Director of the Company in October 2004. He
retired in 2001 from his position as Chairman and Chief Executive Officer of
General Cable Corporation, a leading manufacturer of electrical, communications
and utility cable. Prior to joining General Cable as President and Chief
Executive Officer in 1994, he served as President and CEO of AlliedSignal
Braking Systems, and before that as President and CEO of General Electric's
Electrical Distribution and Control business. He also held management positions
in manufacturing operations and technology at the General Electric Company and
the Ford Motor Company. Mr. Rabinowitz is also a Director of Energy Conversion
Devices, Inc., JLG Industries, Inc. and the Nanosteel Company.

LINDA A. GOODSPEED became a Director of the Company in October 2004. In
2001, she joined Lennox International, Inc., a global supplier of climate
control solutions, and currently serves as Executive Vice President and Chief
Technology Officer of that company. Prior to that, Ms. Goodspeed served as
President and Chief Operating Officer of PartMiner, Inc., a global supplier of
electronic components. She has also held management positions in product
management and development, research and development and design engineering at
General Electric Appliances, Nissan North America, Inc. and the Ford Motor
Company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE DIRECTOR
NOMINEES.

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CORPORATE GOVERNANCE

GENERAL CORPORATE GOVERNANCE POLICY

Our Board of Directors believes that its overriding responsibility is to
offer guidance and the benefit of its collective experience to help our
management understand the risks confronting, and opportunities available to, our
Company. In furtherance of this responsibility, our Board of Directors has
adopted a General Corporate Governance Policy setting forth certain policies,
guidelines and procedures it deems important to the successful satisfaction of
this responsibility. These policies and procedures include guidelines as to the
eligibility, independence, evaluation, education, compensation and
indemnification of our Directors, as well as with respect to specific
transactions requiring the prior formal approval of our Board of Directors. A
copy of our General Corporate Governance Policy is posted on the Investor
Relations section of the Company's website at WWW.CMWORKS.COM.

One of the guidelines contained within our General Corporate Governance
Policy provides that, unless waived by the Board of Directors, no Director may
stand for re-election after his or her 72nd birthday. Our Board of Directors,
after giving due consideration to his experience and long term service with our
Company, waived this requirement to enable Mr. Ladds to seek re-election as a
Director at the Annual Meeting.

BOARD OF DIRECTORS INDEPENDENCE

Our Board of Directors has determined that each of its current members,
other than Mr. Tevens and Mr. Ladds, is independent within the meaning of the
NASDAQ Stock Market, Inc. listing standards as currently in effect.

BOARD OF DIRECTORS MEETINGS AND ATTENDANCE

The Board of Directors and its committees meet regularly throughout the
year and also hold special meetings and act by written consent from time to
time, as appropriate. All Directors are expected to attend each meeting of the
Board of Directors and the committees on which he or she serves, and are also
invited, but not required, to attend the Annual Meeting. Agendas for meetings of
the Board of Directors generally include executive sessions for the independent
Directors to meet without management Directors present. During the year ended
March 31, 2005, our Board of Directors held six meetings. Each Director attended
at least 75% of the aggregate number of meetings of our Board of Directors and
meetings held by all committees of our Board of Directors on which he or she
served. All Directors attended the 2004 Annual Meeting.

AUDIT COMMITTEE

Our Board of Directors has a standing Audit Committee comprised of Mr.
Fleming, as Chairman, and Messrs. Pascual, Verebelyi and Creek. Each member of
our Audit Committee is independent as defined under Section 10A(m)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and under the
NASDAQ Stock Market, Inc. rules currently in effect. In addition, pursuant to
the requirements of Section 407 of the Sarbanes-Oxley Act of 2002, our Board of
Directors has determined that each of Messrs. Fleming, Pascual, Verebelyi and
Creek qualifies as an "audit committee financial expert." The duties of our
Audit Committee consist of (i) appointing or replacing our independent auditors,

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(ii) pre-approving all auditing and permitted non-audit services provided to us
by our independent auditors, (iii) reviewing with our independent auditors and
our management the scope and results of our annual audited financial statements,
our quarterly financial statements and significant financial reporting issues
and judgments made in connection with the preparation of our financial
statements, (iv) reviewing our management's assessment of the effectiveness of
our internal controls, as well as our independent auditors' report on this
assessment, (v) reviewing insider and affiliated party transactions and (vi)
establishing procedures for the receipt, retention and treatment of complaints
received by us regarding accounting or internal controls. The Audit Committee is
governed by a written charter approved by the Board of Directors which was
amended in March 2004. A copy of this charter is posted on the Investor
Relations section of the Company's website at www.cmworks.com. Our Audit
Committee held 15 meetings in fiscal 2005.

COMPENSATION AND SUCCESSION COMMITTEE

Our Compensation and Succession Committee consists of Mr. Pascual, as
Chairman, and Messrs. Fleming, Verebelyi and Creek, all of whom are independent
directors. The principal functions of this Committee are to (i) review and make
recommendations to our Board of Directors with respect to our compensation
strategy, (ii) evaluate the performance of our executive officers in light of
our compensation goals and objectives, (iii) evaluate the performance of our
chief executive officer and chief financial officer and review and establish
their compensation, (iv) administer and make recommendations for grants and
awards to our employees under our incentive compensation programs and (v) review
and make recommendations with respect to our succession plans for all key
management positions and provide assurance to our Board of Directors that our
process in preparing our succession plans is appropriate. The Compensation and
Succession Committee is governed by a written charter approved by the Board of
Directors which is posted on the Investor Relations section of the Company's
website at WWW.CMWORKS.COM. Our Compensation and Succession Committee held three
meetings in fiscal 2005.

CORPORATE GOVERNANCE AND NOMINATION COMMITTEE

Our Corporate Governance and Nomination Committee is responsible for (i)
evaluating the composition, organization and governance of our Board of
Directors and its committees, (ii) monitoring compliance with our system of
corporate governance and (iii) developing criteria for and investigating and
making recommendations with respect to candidates for membership on our Board of
Directors. This Committee is chaired by Mr. Creek and also includes Messrs.
Pascual, Fleming and Verebelyi. Each of these members is an independent
director. Our Governance and Nomination Committee does not solicit direct
nominations from our shareholders, but will give due consideration to written
recommendations for nominees from our shareholders for election as Directors
that are submitted in accordance with our by-laws. See the information contained
herein under the heading "Shareholders' Proposals." Generally, a shareholder who
wishes to nominate a candidate for Director must give us prior written notice
thereof, which notice must be personally delivered or mailed via registered
first class mail, return receipt requested, to our Secretary and must be
received by our Secretary not less than 60 days nor more than 90 days prior to
the first anniversary of the date our proxy statement was first mailed to
shareholders in connection with our previous year's Annual Meeting. If such
nomination is given in connection with a special meeting for the election of
Directors, it must be received no later than the tenth day following the day on
which the date of the special meeting is publicly announced or disclosed. The
shareholder's recommendation for nomination must contain the following
information as to each nominee for Director: the nominee's name, age, business

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address and residence address; the nominee's principal occupation or employment
for the previous five years; the number of shares of our common stock owned by
such candidate; and any other information relating to the nominee that is
required to be disclosed in solicitations of proxies for elections of directors
pursuant to Regulation 14A under the Exchange Act. A shareholder's
recommendation must also set forth: such shareholder's name and address as they
appear on our books and records; the number of shares of each class of our
capital stock that are beneficially owned and held of record by such
shareholder; any material interest of such shareholder in such nomination; any
other information that is required to be provided by such shareholder pursuant
to Regulation 14A under the Exchange Act in his or her capacity as a proponent
to a shareholder proposal; and a signed consent from each nominee recommended by
such shareholder that such nominee is willing to serve as a Director if elected.
Any nomination not made in strict accordance with the foregoing provisions will
be disregarded at the direction of our Chairman of the Board. The Corporate
Governance and Nomination Committee is governed by a written charter approved by
the Board of Directors which is posted on the Investor Relations section of the
Company's website at WWW.CMWORKS.COM. Our Corporate Governance and Nomination
Committee held five meetings in fiscal 2005.

CODE OF ETHICS

Our Board of Directors adopted a Code of Ethics which governs all of our
Directors, officers and employees, including our Chief Executive Officer and
other executive officers. This Code of Ethics is posted on the Corporate
Information section of the Company's website at WWW.CMWORKS.COM. The Company
will disclose on its website any amendment to this Code of Ethics or waiver of a
provision of this Code of Ethics, including the name of any person to whom the
waiver was granted.

DIRECTOR COMPENSATION

We pay an annual retainer of $100,000 to our Chairman of the Board and an
annual retainer of $18,000 to each of our other outside Directors. Directors who
are also our employees do not receive an annual retainer. Committee chairmen
each receive an additional annual retainer of $3,000, except for the chairman of
the Audit Committee who receives an additional annual retainer of $5,000. In
addition, each of our non-employee Directors (other than our Chairman of the
Board) also receives a fee of $1,500 for each Board of Directors and committee
meeting attended and is reimbursed for any reasonable expenses incurred in
attending such meetings.

DIRECTORS' AND OFFICERS' INDEMNIFICATION INSURANCE

Effective April 1, 2005, we placed our directors and officers
indemnification insurance coverage with the Cincinnati Insurance Company, RLI
Insurance Company and Federal Insurance Company for a term of one year at a cost
of $265,903. The total insurance coverage is $25,000,000, with Cincinnati
Insurance Company providing coverage of $10,000,000, RLI Insurance Company
providing coverage of $5,000,000 and Federal Insurance Company providing
$10,000,000 of "Side A" coverage. This insurance provides coverage to our
executive officers and directors individually where exposures exist for which we
are unable to provide direct indemnification.

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CONTACTING THE BOARD OF DIRECTORS

Although we do not have a formal policy regarding communications with our
Board of Directors, shareholders may communicate with our Board of Directors by
writing to: Board of Directors, Columbus McKinnon Corporation, 140 John James
Audubon Parkway, Amherst, New York 14228-1197. Shareholders who would like their
submission directed to a particular Director may so specify and the
communication will be forwarded, as appropriate.

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OUR DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding our Directors
and executive officers:

NAME AGE POSITION
---- --- --------

Herbert P. Ladds, Jr. 72 Chairman of the Board

Timothy T. Tevens 49 President, Chief Executive
Officer and Director

Carlos Pascual (1) 59 Director

Richard H. Fleming (1) 58 Director

Ernest R. Verebelyi (1) 57 Director

Wallace W. Creek (1) 66 Director

Stephen Rabinowitz 62 Director

Linda A. Goodspeed 43 Director

Derwin R. Gilbreath 57 Vice President and Chief
Operating Officer

Robert R. Friedl 50 Vice President - Finance and
Chief Financial Officer

Ned T. Librock 52 Vice President - Sales

Karen L. Howard 43 Vice President and Treasurer

Joseph J. Owen 44 Vice President and Hoist Group Leader

Robert H. Myers, Jr. 62 Vice President - Human Resources

Timothy R. Harvey 54 General Counsel and Secretary
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(1) Messrs. Pascual, Fleming, Verebelyi and Creek each serve on our Audit
Committee, Compensation and Succession Committee and Corporate Governance
and Nomination Committee.

All of our officers are elected annually at the first meeting of our Board
of Directors following the Annual Meeting of Shareholders and serve at the
discretion of our Board of Directors. There are no family relationships between
any of our officers or Directors. Recent business experience of our Directors is
set forth above under "Election of Directors." Recent business experience of our
executive officers who are not also Directors is as follows:

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DERWIN R. GILBREATH was appointed Vice President and Chief Operating
Officer in February 2005. From September 2003 to February 2005, he served as
President of Gilbreath Furniture Inc. From 1994 to August 2002, Mr. Gilbreath
served in various capacities, most recently as Chief Operating Officer of the
Metalworking Solutions and Services Group of Kennametal, Inc. Prior to joining
Kennametal in 1994, he served in senior operations management positions at
General Signal Corporation and NL Industries.

ROBERT R. FRIEDL was elected Vice President - Finance and Chief Financial
Officer in March 2004. He was President of Friedl Associates from November 2001
to February 2004, and from May 2000 until August 2001, he served as Senior Vice
President and Chief Financial Officer of Specialty Equipment Companies (acquired
by United Technologies Corporation in November 2000). He joined The Manitowoc
Company in 1988, holding a number of senior financial positions including the
office of Chief Financial Officer from 1992 to September 1999. Prior to joining
Manitowoc, Mr. Friedl held management positions in telecommunications companies
and in public accounting. Mr. Friedl is a certified public accountant with a
M.S. degree in Taxation.

NED T. LIBROCK was elected Vice President in November 1995. Mr. Librock has
been employed by us since 1990 in various sales management capacities. Prior to
his employment with us, Mr. Librock was employed by Dynabrade Inc., a
manufacturer of power tools, as Director of Sales and Marketing.

KAREN L. HOWARD currently holds the offices of Vice President and
Treasurer, having first been elected Vice President in January 1997 and then to
the additional office of Treasurer in August 2004. From January 1997 to August
2004, Ms. Howard served as Vice President - Controller. From June 1995 to
January 1997, Ms. Howard was employed by us in various financial and accounting
capacities. Previously, Ms. Howard was employed by Ernst & Young LLP as a
certified public accountant.

JOSEPH J. OWEN was appointed Vice President - Strategic Integration in
August 1999 and served in that capacity until June 2005 when he assumed the
position of Vice President and Hoist Group Leader. From April 1997 to August
1999, Mr. Owen was employed by us as Corporate Director - Materials Management.
Prior to joining us, Mr. Owen was employed by Ernst & Young LLP in various
management consulting capacities.

ROBERT H. MYERS, JR. has been employed by us since 1959. In October of
2001, Mr. Myers was appointed Vice President - Human Resources. Prior to October
2001, Mr. Myers served for eight years as Corporate Manager of Environmental
Systems. Prior to that, Mr. Myers served as Human Resources Director of our CM
Hoist Division.

TIMOTHY R. HARVEY has been with us since 1996, initially serving as Manager
- Legal Affairs until his appointment as Secretary in October 2003. He also
serves as our General Counsel. Prior to 1996, Mr. Harvey was engaged in the
private practice of law in Buffalo, New York.

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COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the cash compensation as well as certain
other compensation paid during the fiscal years ended March 31, 2003, 2004 and
2005 for our Chief Executive Officer and our other four most highly compensated
executive officers. The amounts shown include compensation for services in all
compensation capacities.

SUMMARY COMPENSATION TABLE
--------------------------

ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
------------------- -----------------------------
SECURITIES
RESTRICTED UNDERLYING
FISCAL OTHER ANNUAL STOCK OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS(1) SARS(2) COMPENSATION(3)
--------------------------- ---- ------ ----- ------------ --------- ------- ---------------

Timothy T. Tevens, 2005 $472,500 $631,851 $ 13,254(4) $ -- 125,000 $ 2,047
President and Chief 2004 472,500 -- -- -- -- 5,645
Executive Officer 2003 492,827 66,620 -- -- -- 5,958

Robert R. Friedl, 2005 275,000 220,640 73,391(5) -- 40,000 1,774
Vice President and 2004 -- -- -- -- -- --
Chief Financial Officer 2003 -- -- -- -- -- --

Ned T. Librock, 2005 235,019 189,154 7,384(6) -- 40,000 3,261
Vice President - Sales 2004 231,280 -- 279(6) -- -- 3,326
2003 230,577 31,015 23,874(6) -- -- 5,958

Karen L. Howard, 2005 196,500 157,662 5,492(7) -- 20,000 3,441
Vice President and 2004 196,500 -- -- -- -- 2,989
Treasurer 2003 196,135 18,796 -- -- -- 5,958

Joseph J. Owen, 2005 194,250 155,857 5,412(8) -- 30,000 3,403
Vice President and 2004 194,250 -- -- -- -- 2,956
Hoist Group Leader 2003 193,894 26,062 37,640(8) -- -- 5,958

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(1) Mr. Tevens was granted 2,488 shares of restricted common stock on June 10,
1999, which had a value on such date of $61,900. The restrictions on 2,488
of Mr. Tevens' restricted shares of common stock lapsed on June 9, 2004, on
which date such shares had a value of $13,062. As of March 31, 2005, Mr.
Tevens no longer owned any shares of restricted common stock. Mr. Librock
was granted 1,386 shares of restricted common stock on June 10, 1999, on
which date had a value of $34,500, and 11,900 shares of restricted common
stock on July 22, 1996, on which date had a value of $178,500. The
restrictions on 1,386 shares of Mr. Librock's restricted common stock
lapsed on June 9, 2004, on which date such shares had a value of $7,276.50.
The restrictions on 11,900 shares of Mr. Librock's restricted common stock
lapsed on July 21, 2001, on which date such shares had a value of $121,737.
As of March 31, 2005, Mr. Librock no longer owned any shares of restricted
common stock. Ms. Howard was granted 1,031 shares of restricted common
stock on June 10, 1999, which had a value on such date of $25,650. The
restrictions on the 1,031 shares of restricted common stock lapsed on June
9, 2004, on which date such shares had a value of $5,412.75. Ms. Howard was
also granted 8,500 shares of restricted common stock on August 17, 1998,
which had a value on such date of $196,563. The restrictions on these
shares of restricted common stock lapsed on August 16, 2003, on which date
such shares had a value of $32,215. As of March 31, 2005, Ms. Howard no
longer owned any shares of restricted common stock . Mr. Owen was granted
1,016 shares of restricted common stock on June 10, 1999, which had a value
on such date of $25,300, and 5,000 shares of restricted common stock on
April 14, 1997, which had a value on such date of $95,000. The restrictions
on 1,016 of Mr. Owen's restricted common stock lapsed on June 9, 2004, on
which date such shares had a value of $5,334. The restrictions on 5,000 of
Mr. Owen's restricted shares of common stock lapsed on April 12, 2002, on
which date such shares had a value of $67,500. As of March 31, 2005, Mr.
Owen no longer owned any shares of restricted common stock. We do not pay

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dividends on our outstanding shares of restricted common stock. In the
event we declare any dividends on our common stock in the future, we would
provide additional compensation to holders of our restricted common stock
in lieu of such dividends.

(2) Consists of the number of shares underlying options granted in fiscal 2005
to Messrs. Tevens, Friedl, Librock, Ms. Howard and Mr. Owen pursuant to our
Incentive Stock Option Plan in the amounts of 125,000, 40,000, 40,000,
20,000 and 30,000, respectively.

(3) Consists of: (i) the value of shares of common stock allocated in fiscal
2005 under our Employee Stock Ownership Plan, or ESOP, to accounts for
Messrs. Tevens, Librock, Ms. Howard and Mr. Owen in the amount of $1,936,
$1,936, $1,856 and $1,835, respectively, (ii) premiums for group term life
insurance policies insuring the lives of Messrs. Tevens, Friedl and
Librock, Ms. Howard and Mr. Owen in the amount of $111 each and (iii) our
matching contributions under our 401(k) plan for Messrs. Friedl and
Librock, Ms. Howard and Mr. Owen in the amount of $1,663, $1,214, $1,473
and $1,456 respectively.

(4) Represents tax reimbursement payments we made to Mr. Tevens in fiscal 2005
to offset the income tax effects of the expiration of the restrictions on
2,488 shares of restricted common stock granted to him in fiscal 2000 and
released in fiscal 2005. See footnote (1) above.

(5) Represents payments made to Mr. Friedl in fiscal 2005 for relocation
expenses in the amount of $ 63,391 and miscellaneous reimbursements for
$10,000.

(6) Represents tax reimbursement payments we made to Mr. Librock in fiscal 2005
to offset the income tax effects of the expiration of the restrictions on
1,386 shares of restricted common stock granted to him in fiscal 2000 and
released in fiscal 2005. It also represents tax reimbursement payments we
made to him in fiscal 2003 and fiscal 2004 to offset the income tax effects
of the expiration of the restrictions on 11,900 shares of restricted common
stock granted to him in fiscal 1997 and released in fiscal 2002. See
footnote (1) above.

(7) Represents tax reimbursement payments we made to Ms. Howard in fiscal 2005
to offset the income tax effects of the expiration of the restrictions on
1,031 shares of restricted common stock granted to her in fiscal 2000 and
released in fiscal 2005. See footnote (1) above.

(8) Represents tax reimbursement payments we made to Mr. Owen in fiscal 2003 to
offset the income tax effects of the expiration of the restrictions on
5,000 shares of restricted common stock granted to him in fiscal 1998 and
released in fiscal 2003 and the 1,016 shares of restricted stock granted to
him in fiscal 2000 and released in fiscal 2005. See footnote (1) above.

EMPLOYEE PLANS

EMPLOYEE STOCK OWNERSHIP PLAN. We maintain our ESOP for the benefit of
substantially all of our domestic non-union employees. The ESOP is intended to
be an employee stock ownership plan within the meaning of Section 4975(e)(7) of
the Internal Revenue Code of 1986, as amended and an eligible individual account
plan within the meaning of Section 407(d)(3) of the Internal Revenue Code. From
1988 through 1998, the ESOP has purchased from us 1,373,549 shares of common
stock for the aggregate sum of approximately $10.5 million. The proceeds of
certain institutional loans were used to fund such purchases. The ESOP's loans
are secured by our common stock which is held by the ESOP and such loans are
guaranteed by us. The ESOP acquired 479,900 shares of our common stock in
October 1998 for the aggregate sum of approximately $7.7 million. The proceeds
of a loan we made to the ESOP were used to fund the purchase.

On a quarterly basis, we make a contribution to the ESOP in an amount
determined by our Board of Directors. In fiscal 2005, our cash contribution was
approximately $0.87 million. The ESOP's trustees use the entire contribution to
make payments of principal and interest on the ESOP's loans.

- 11 -

Common stock not allocated to ESOP participants is recorded in an ESOP
suspense account and is held as collateral for repayment of the ESOP's loans. As
payments of principal and interest are received by the lenders, these shares are
released from the ESOP suspense account annually and are then allocated to the
ESOP participants in the same proportion as a participant's compensation for
such year bears to the total compensation of all participants.

An ESOP participant becomes fully vested in all amounts allocated to him or
her after five years of service. The shares of our common stock held by the
participants in the ESOP are voted by the participants in the same manner as any
other shares of our common stock.

In general, common stock allocated to a participant's account is
distributed upon his or her termination of employment, normal retirement or
death. The distribution is made in whole shares of common stock with a cash
payment in lieu of any fractional shares.

Messrs. Friedl, Myers and Harvey and Ms. Howard serve as trustees of the
ESOP. As of March 31, 2005, the ESOP owned 1,080,485 shares of our common stock.
Common stock allocated pursuant to the ESOP to Messrs. Tevens and Librock, Ms.
Howard and Mr. Owen as of March 31, 2005 is 142 shares, 142 shares, 136 shares
and 134 shares, respectively.

PENSION PLAN. We have a non-contributory, defined benefit Pension Plan
which provides certain of our employees with retirement benefits. As defined in
the Pension Plan, a participant's annual pension benefit at age 65 is equal to
the product of (i) 1% of the participant's final average earnings, as calculated
by the terms of the Pension Plan, plus 0.5% of that part, if any, of final
average earnings in excess of such participant's "social security covered
compensation," as such term is defined in the Pension Plan, multiplied by (ii)
such participant's years of credited service, limited to 35 years. Plan benefits
are not subject to reduction for social security benefits.

The following table illustrates the estimated annual benefits upon
retirement under our Pension Plan if the plan remains in effect and assuming
that an eligible employee retires at age 65. However, because of changes in tax
laws or future adjustments to the provisions of our Pension Plan, actual pension
benefits could differ significantly from the amounts set forth in the table.

Years of Service
-----------------------------------------------------
FINAL AVERAGE 15 20 25 30 35
-------------- -- -- -- -- --
EARNINGS
--------

125,000 22,162 29,549 36,936 44,323 51,710
150,000 27,787 37,049 46,311 55,573 64,835
175,000 33,412 44,549 55,686 66,823 77,960
200,000 39,037 52,049 65,061 78,073 91,085
250,000 41,287 55,049 68,811 82,573 96,335
300,000 41,287 55,049 68,811 82,573 96,335
350,000 41,287 55,049 68,811 82,573 96,335
400,000 41,287 55,049 68,811 82,573 96,335
450,000 41,287 55,049 68,811 82,573 96,335
500,000 41,287 55,049 68,811 82,573 96,335

- 12 -

A portion of the annual benefit for plan participants is determined by
their final average earnings in excess of "social security covered
compensation," as such term is defined in our Pension Plan. Since this amount
can vary depending on the eligible employee's year of birth, all pension amounts
shown above have been calculated using Mr. Tevens' year of birth and his social
security covered compensation of $79,512. Our Pension Plan excludes final
average earnings in excess of $210,000.

If Messrs. Tevens, Friedl and Librock, Ms. Howard and Mr. Owen remain our
employees until they reach age 65, the years of credited service under the
Pension Plan for each of them would be 31, 14, 29, 33 and 30, respectively.

NON-QUALIFIED STOCK OPTION PLAN. In October 1995, we adopted our
Non-Qualified Stock Option Plan and reserved, subject to certain adjustments, an
aggregate of 250,000 shares of our common stock for issuance thereunder. Under
the terms of our Non-Qualified Plan, options may be granted by our Compensation
and Succession Committee to our officers and other key employees as well as to
non-employee directors and advisors. In fiscal 2005, we did not grant any
options to purchase shares of our common stock under our Non-Qualified Plan.

INCENTIVE STOCK OPTION PLAN. Our Incentive Stock Option Plan, which was
adopted in October 1995 and amended in 2002, authorizes our Compensation and
Succession Committee to grant to our officers and other key employees stock
options that are intended to qualify as "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code. Our Incentive Plan
reserved, subject to certain adjustments, an aggregate of 1,750,000 shares of
common stock to be issued thereunder. Options granted under the Incentive Plan
become exercisable over a four-year period at the rate of 25% per year
commencing one year from the date of grant at an exercise price of not less than
100% of the fair market value of our common stock on the date of grant. Any
option granted thereunder may be exercised not earlier than one year and not
later than ten years from the date the option is granted. In the event of
certain extraordinary transactions, including a change in control, the vesting
of such options would automatically accelerate. In fiscal 2005, we granted
options to purchase 709,500 shares of our common stock under the Incentive Plan.

RESTRICTED STOCK PLAN. Our Restricted Stock Plan, which was adopted in
October 1995 and amended in 2002, reserves, subject to certain adjustments, an
aggregate of 150,000 shares of our common stock to be issued upon the grant of
restricted stock awards thereunder. Under the terms of the Restricted Stock
Plan, our Compensation and Succession Committee may grant to our employees
restricted stock awards to purchase shares of common stock at a purchase price
of not less than $.01 per share. Shares of common stock issued under the
Restricted Stock Plan are subject to certain transfer restrictions and, subject
to certain exceptions, must be forfeited if the grantee's employment with us is
terminated at any time prior to the date the transfer restrictions have lapsed.
Grantees who remain continuously employed with us become vested in their shares
five years after the date of the grant, or earlier upon death, disability,
retirement or other special circumstances. The restrictions on any such stock
awards automatically lapse in the event of certain extraordinary transactions,
including a change in our control. In fiscal 2005, we did not award any shares
of our common stock under the Restricted Stock Plan.

MANAGEMENT VARIABLE COMPENSATION PLAN. Effective April 1, 2004, we adopted
our Management Variable Compensation Plan. Our executive officers and certain of
our managers are eligible to participate in the Management Variable Compensation
Plan. Under the Management Variable Compensation Plan, for each fiscal year,

- 13 -

each executive officer is assigned a participation percentage by our Board of
Directors. The actual bonus to be paid to a participant will be equal to his
participation percentage times his base compensation, multiplied by a factor,
which is the annual budgeted target percentage determined by the Board of
Directors based on the achievement of pre-designated EBITDA levels and debt
repayment. The bonus is computed and paid annually. Bonuses were paid under this
plan for fiscal 2005 to Messrs. Tevens, Friedl and Librock, Ms. Howard and Mr.
Owen in the amounts of $631,851, $220,640, $189,154, $157,662 and $155,857,
respectively.

401(K) PLAN. We maintain a 401(k) retirement savings plan which covers all
of our non-union employees in the U.S., including our executive officers, who
have completed at least 90 days of service. Eligible participants may contribute
up to 30% of their annual compensation (7% for highly compensated employees),
subject to an annual limitation as adjusted by the provisions of the Internal
Revenue Code. Employee contributions are matched by us in an amount equal to 50%
of the employee's salary reduction contributions, as such term is defined in the
401(k) Plan. Our matching contributions are limited to 3% of the employee's base
pay and vest at the rate of 20% per year. Commencing May 1, 2003, we suspended
our matching contributions. Thereafter, on July 1 2004, we reinstated a matching
contribution, but only to the limit of 1.5% of the employee's base pay.

CHANGE IN CONTROL AGREEMENTS

We have entered into change in control agreements with Messrs. Tevens,
Friedl and Librock, Ms. Howard, Mr. Owen and certain other of our officers and
employees. The change in control agreements provide for an initial term of one
year, which, absent delivery of notice of termination, is automatically renewed
annually for an additional one year term. Generally, each of the named officers
is entitled to receive, upon termination of employment within 36 months of a
change in control of our Company (unless such termination is because of death,
disability, for cause or by an officer or employee other than for "good reason,"
as defined in the change in control agreements), (i) a lump sum severance
payment equal to three times the sum of (A) his or her annual salary and (B) the
greater of (1) the annual target bonus under the Incentive Plan in effect on the
date of termination and (2) the annual target bonus under the Incentive Plan in
effect immediately prior to the change in control of our Company, (ii) continued
coverage for 36 months under our medical and life insurance plans, (iii) a lump
sum payment equal to the actuarial equivalent of the pension payment which he or
she would have accrued under our tax-qualified retirement plans had he or she
continued to be employed by us for three additional years and (iv) certain other
specified payments. Aggregate "payments in the nature of compensation" (within
the meaning of Section 280G of the Internal Revenue Code) payable to any
executive or employee under the change in control agreements is limited to the
amount that is fully deductible by us under Section 280G of the Internal Revenue
Code less one dollar. The events that trigger a change in control under the
change in control agreements include (i) the acquisition of 20% or more of our
outstanding common stock by certain persons, (ii) certain changes in the
membership of our Board of Directors, (iii) certain mergers or consolidations,
(iv) certain sales or transfers of substantially all of our assets and (v) the
approval by our shareholders of a plan of dissolution or liquidation.

- 14 -

OPTIONS GRANTED IN LAST FISCAL YEAR

The following table contains information concerning the grant of stock
options in fiscal 2005 to our executives named below. The exercise price of all
such options is equal to the market value of our common stock on the date of the
grant.

PERCENTAGE OF POTENTIAL REALIZABLE VALUE
TOTAL OPTIONS AT ASSUMED ANNUAL RATES OF
GRANTED TO EXERCISE STOCK PRICE APPRECIATION
NAME AND OPTIONS EMPLOYEES IN PRICE PER EXPIRATION FOR OPTION TERM
PRINCIPAL POSITION GRANTS(1) FISCAL YEAR SHARE DATE 5%(2) 10%(3)
------------------ -------- ----------- ----- ---- ----- ------

Timothy T. Tevens, 125,000 17.62% $ 5.46 5/16/2014 $ 428,750 $1,087,500
President and Chief
Executive Officer

Robert R. Friedl, 40,000 5.64% 5.46 5/16/2014 137,200 348,000
Vice President and
Chief Financial Officer

Ned T. Librock, 40,000 5.64% 5.46 5/16/2014 137,200 348,000
Vice President - Sales

Karen L. Howard, 20,000 2.82% 5.46 5/16/2014 68,600 174,000
Vice President and
Treasurer

Joseph J. Owen 30,000 4.23% 5.46 5/16/2014 102,900 261,000
Vice President and
Hoist Group Leader
------------------------------

(1) Options granted pursuant to the Incentive Plan and the Non-Qualified Plan
become exercisable in cumulative annual increments of 25% beginning one
year from the date of grant; however, in the event of certain extraordinary
transactions, including a change of control of our Company, the vesting of
such options would automatically accelerate.

(2) Represents the potential appreciation of the options, determined by
assuming an annual compounded rate of appreciation of 5% per year over the
ten-year term of the grants, as prescribed by the rules. The amounts set
forth above are not intended to forecast future appreciation, if any, of
the stock price. There can be no assurance that the appreciation reflected
in this table will be achieved.

(3) Represents the potential appreciation of the options, determined by
assuming an annual compounded rate of appreciation of 10% per year over the
ten-year term of the grants, as prescribed by the rules. The amounts set
forth above are not intended to forecast future appreciation, if any, of
the stock price. There can be no assurance that the appreciation reflected
in this table will be achieved.

- 15 -

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

The following table sets forth information with respect to our executives
named in the Summary Compensation Table concerning the exercise of options
during fiscal 2005 and unexercised options held at the end of fiscal 2005.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END (1)
NAME AND ACQUIRED ON VALUE --------------------------- ---------------------------
PRINCIPAL POSITION EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------ -------- -------- ----------- ------------- ----------- -------------

Timothy T. Tevens,
President and Chief

Executive Officer -- $ -- 149,000 140,000 $ 612,900 $ 1,906,800

Robert R. Friedl,
Vice President and -- -- 11,250 73,750 153,225 1,004,475
Chief Financial Officer

Ned T. Librock, -- -- 119,750 51,250 459,675 698,025
Vice President - Sales

Karen L. Howard,
Vice President and -- -- 119,750 31,250 459,675 452,625
Treasurer

Joseph J. Owen,
Vice President and
Hoist Group Leader -- -- 52,750 41,250 459,675 561,825
-----------------------

(1) Represents the difference between $13.62, the closing market value of our
common stock as of March 31, 2005 and the exercise prices of such options
which are exercisable at an exercise price less than $13.62.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about our common stock that
may be issued upon the exercise of options, warrants and rights under all of our
existing equity compensation plans as of March 31, 2005, including the
Non-Qualified Plan and the Incentive Plan.

NUMBER OF SECURITIES
REMAINING FOR FUTURE
NUMBER OF SECURITIES TO BE WEIGHTED AVERAGE ISSUANCE UNDER EQUITY
ISSUED UPON EXERCISE OF EXERCISE PRICE OF COMPENSATION PLANS
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN FIRST COLUMN)
------------- ------------------- ------------------- --------------------------

Equity compensation plans

approved by security holders 1,802,800 $10.88 197,200

Equity compensation plans not -- -- --
approved by security holders

Total 1,802,800 $10.88 197,200

- 16 -

COMPENSATION AND SUCCESSION
COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Compensation for our executive officers is administered by the Compensation
and Succession Committee, which currently consists of four independent
(non-employee) Directors. Our Board of Directors has delegated to the
Compensation and Succession Committee responsibility for establishing,
administrating and approving the compensation arrangements of the Chief
Executive Officer, Chief Financial Officer and other executive officers.

The following objectives, established by our Compensation and Succession
Committee, are the basis for the Company's executive compensation program:

o providing a comprehensive program with components including base
salary, performance incentives and benefits that support and align with our goal
of providing superior value to customers and shareholders;

o ensuring that we are competitive and can attract and retain qualified
and experienced executive officers and other key personnel; and

o appropriately motivating our executive officers and other key
personnel to seek to attain short, intermediate and long-term corporate and
divisional performance goals and to manage our Company to achieve sustained long
term growth.

The Compensation and Succession Committee reviews compensation policy and
specific levels of compensation paid to our Chief Executive Officer, Chief
Financial Officer and other executive officers and makes recommendations to our
Board of Directors regarding executive compensation, policies and programs.

The Compensation and Succession Committee is assisted in these efforts,
when required, by independent outside consultants and by our internal staff, who
provide the Compensation and Succession Committee with relevant information and
recommendations regarding compensation policies and specific compensation
matters.

ANNUAL COMPENSATION PROGRAMS

Our executives' base salaries are compared to manufacturing companies
included in a periodic management survey completed by outside compensation
consultants and all data have been regressed to revenues equivalent to our
revenues. This survey is used because it reflects companies with similar revenue
and in the same industry sectors as we are. The Compensation and Succession
Committee believes salaries should be targeted toward the median of the surveyed
salaries reported, depending upon the relative experience and individual
performance of the executive. However, given the recent difficult economic
climate, salaries of some of our executives, including our Chief Executive
Officer, have remained below the targeted median.

Salary adjustments are determined by four factors: (i) an assessment of the
individual executive officer's performance and merit, (ii) our goal of achieving
market parity with salaries of comparable executives in the competitive market,
(iii) the occurrence of any promotion or other increases in responsibility of
the executive and (iv) the general economic environment in which we are
operating. In assessing market parity, we target groups of companies surveyed
and referred to above.

- 17 -

Each executive officer's corporate position is assigned a title
classification reflecting evaluation of the position's overall contribution to
our corporate goals and the value the labor market places on the associated job
skills. A range of appropriate salaries is then assigned to that title
classification. Each April, the salary ranges may be adjusted to reflect market
conditions, including changes in comparison companies, inflation and supply and
demand in the market. The midpoint of the salary range corresponds to a "market
rate" salary which the Compensation and Succession Committee believes is
appropriate for an experienced executive who is performing satisfactorily, with
salaries in excess of the salary range midpoint appropriate for executives whose
performance is superior or outstanding.

The Compensation and Succession Committee has recommended that any
progression or regression within the salary range for an executive officer will
depend upon a formal annual review of job performance, accomplishments and
progress toward individual and/or overall goals and objectives for each of our
segments that such executive officer oversees as well as his contributions to
our overall direction. The long-term growth in shareholder value is an important
factor. The results of executive officers' performance evaluations will form a
part of the basis of the Compensation and Succession Committee's decision to
approve, at its discretion, future adjustments in base salaries of our executive
officers.

CHIEF EXECUTIVE OFFICER COMPENSATION

Compensation decisions affecting our Chief Executive Officer were based on
quantitative and qualitative factors. These factors were accumulated by an
external compensation consulting firm and included comparisons of our fiscal
2005 financial statistics to peer companies, strategic achievements such as
acquisitions and their integration, comparisons of the base salary level to the
median for comparable companies in published compensation surveys and
assessments prepared internally by other members of our executive management. As
a cost savings measure, Mr. Tevens voluntarily requested that his base salary be
decreased by 5% to $472,500 for fiscal 2004. The Compensation and Succession
Committee determined that Mr. Tevens' base salary should remain at this level
for fiscal 2005, resulting in his salary being below the median for comparable
companies. For fiscal 2006, the Compensation and Succession Committee reinstated
Mr. Tevens' 5% voluntary reduction and further granted him an additional 5%
increase, thereby increasing his base salary for fiscal 2006 to $525,000.

SECTION 162(M) OF INTERNAL REVENUE CODE

Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public companies for compensation in excess of $1.0 million paid to
a company's chief executive officer and any one of the four other most highly
paid executive officers during its taxable year. Qualifying performance-based
compensation is not subject to the deduction limit if certain requirements are
met. Based upon the compensation paid to the Company's executive officers in
fiscal 2005, it does not appear that the Section 162(m) limitation will have a
significant impact on us in the near term. However, the Compensation and
Succession Committee plans to review this matter periodically.

Carlos Pascual, Chairman
Richard H. Fleming
Ernest R. Verebelyi
Wallace W. Creek

- 18 -

RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee retained Ernst & Young LLP to audit our consolidated
financial statements for fiscal 2005. All services provided on our behalf by
Ernst & Young LLP during fiscal 2004 and 2005 were approved in advance by our
Audit Committee. The aggregate fees billed to us by Ernst & Young LLP for fiscal
2005 and 2004 are as follows:

FISCAL YEAR
2005 2004
------- -------
($ in thousands)

Audit Fees..................................... $ 1,235 $ 536
Audit Related Fees............................. 73 93
Tax Fees....................................... 160 351
All Other Fees................................. 4 26
------- -------
Total...................................... $ 1,472 $ 1,006
======= =======

Our Audit Committee has selected Ernst & Young LLP, independent certified
public accountants, to act as our independent auditors for fiscal 2006. We
expect that a representative of Ernst & Young LLP will attend the Annual
Meeting, and the representative will have an opportunity to make a statement if
he or she so desires. The representative will also be available to respond to
appropriate questions from shareholders.

REPORT OF THE AUDIT COMMITTEE

REVIEW OF OUR AUDITED FINANCIAL STATEMENTS

Our Audit Committee is comprised of the Directors named below, each of whom
is independent as defined under Section 10A(m)(3) of the Exchange Act and under
the NASDAQ Stock Market, Inc. listing standards currently in effect. In
addition, pursuant to the requirements of Section 407 of the Sarbanes-Oxley Act
of 2002, our Board of Directors has determined that each of Messrs. Fleming,
Pascual, Verebelyi and Creek qualifies as an "audit committee financial expert."

The Audit Committee operates under a written charter which includes
provisions requiring Audit Committee advance approval of all audit and non-audit
services to be provided by independent public accountants. However, as a matter
of course, we will not engage any outside accountants to perform any audit or
non-audit services without the prior approval of the Audit Committee.

The Audit Committee has reviewed and discussed with our management our
audited financial statements for the year ended March 31, 2005. The Audit
Committee has also discussed with Ernst & Young LLP, our independent auditors,
the matters required to be discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees."

- 19 -

The Audit Committee has also received and reviewed the written disclosures
and the letter from Ernst & Young LLP required by Independence Standards Board
Standard No. 1, "Independence Discussion with Audit Committees," and has
discussed the independence of Ernst & Young LLP with that firm.

Based on the review and the discussions noted above, the Audit Committee
recommended to our Board of Directors that our audited financial statements be
included in our Annual Report on Form 10-K for the year ended March 31, 2005 for
filing with the Securities and Exchange Commission.

Richard H. Fleming, Chairman
Carlos Pascual
Ernest R. Verebelyi
Wallace W. Creek

- 20 -

PERFORMANCE GRAPH

The Performance Graph shown below compares the cumulative total shareholder
return on our common stock based on its market price, with the total return of
the S&P MidCap 400 Index and the Dow Jones U.S. Diversified Industrials Index.
The comparison of total return assumes that a fixed investment of $100 was
invested on March 31, 2000 in our common stock and in each of the foregoing
indices and further assumes the reinvestment of dividends. The stock price
performance shown on the graph is not necessarily indicative of future price
performance.

[ILLUSTRATION OF PERFORMANCE GRAPH]

2000 2001 2002 2003 2004 2005
---- ---- ---- ---- ---- ----

Columbus McKinnon Corporation.............. 100 61 102 13 61 108
S&P Midcap 400 Index....................... 100 93 111 85 126 139
Dow Jones US Industrial - Diversified Index 100 87 82 58 79 94

- 21 -

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation and Succession Committee is composed of Carlos Pascual,
Richard H. Fleming, Ernest R. Verebelyi and Wallace W. Creek, each an
independent Director. No interlocking relationship exists between any member of
our Compensation and Succession Committee or any of our executive officers and
any member of any other company's board of directors or compensation committee
(or equivalent), nor has any such relationship existed in the past. No member of
our Compensation and Succession Committee was, during fiscal 2005 or prior
thereto, an officer or employee of our Company or any of our subsidiaries.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our Directors and executive
officers, and persons who own more than 10% of a registered class of our equity
securities, to file with the Securities and Exchange Commission and NASDAQ
initial reports of ownership and reports of changes in ownership of our common
stock and other equity securities. Our executive officers, Directors and greater
than 10% shareholders are required to furnish us with copies of all Section
16(a) forms they file.

To our knowledge, based solely on our review of the copies of such reports
furnished to us and written representations that no other reports were required,
during the fiscal year ended March 31, 2005 all Section 16(a) filing
requirements applicable to our executive officers, Directors and greater than
10% beneficial owners were complied with, except that Mr. Friedl was two days
late in filing one Form 4 and seven days late in filing a second Form 4 with
respect to the purchase of 9,000 shares of common stock, Mr. Rabinowitz was 22
days late in filing his Form 3, Mr. Pascual was 10 days late in filing one Form
4 with respect to a purchase of 2,000 shares of common stock, Mr. Creek was one
day late in filing one Form 4 with respect to the purchase of 2,000 shares of
common stock and Mr. Gilbreath was 20 days late in filing his Form 3 and 12 days
late in filing a Form 4 with respect to his being granted stock options.

- 22 -

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of May 31, 2005
regarding the beneficial ownership of our Common Stock by (i) each person who is
known by us to own beneficially more than 5% of our common stock; (ii) by each
Director; (iii) by each of our executive officers named in the Summary
Compensation Table and (iv) by all of our executive officers and Directors as a
group.

NUMBER OF PERCENTAGE
DIRECTORS, OFFICERS AND 5% SHAREHOLDERS SHARES (1) OF CLASS
--------------------------------------- ---------- --------

Herbert P. Ladds, Jr. (2)(3) 914,610 6.12
Timothy T. Tevens (2)(4) 227,546 1.52
Carlos Pascual (2) 5,000 *
Richard H. Fleming (2) 1,504 *
Ernest R. Verebelyi (2) 1,000 *
Wallace W. Creek (2) 8,500 *
Stephen Rabinowitz (2) 500 *
Linda A. Goodspeed (2) 500 *
Derwin R. Gilbreath (2)(5) 0 *
Robert R. Friedl (2)(6) 30,250 *
Ned T. Librock (2)(7) 154,296 1.03
Karen L. Howard (2)(8) 148,489 *
All Directors and Executive Officers as a
Group (15 persons) (9) 1,620,320 10.84
Columbus McKinnon Corporation Employee Stock 1,080,485 7.23
Ownership Plan (2)
Fidelity Management & Research Co. (10) 1,567,878 10.49
Tontine Financial Partners LP (11) 1,486,280 9.94
-------
* Less than 1%.

(1) Rounded to the nearest whole share. Unless otherwise indicated in the
footnotes, each of the shareholders named in this table has sole voting and
investment power with respect to the shares shown as beneficially owned by
such shareholder, except to the extent that authority is shared by spouses
under applicable law.

(2) The business address of each of the executive officers and directors is 140
John James Audubon Parkway, Amherst, New York 14228-1197.

(3) Includes (i) 731,355 shares of common stock owned directly, (ii) 163,705
shares of common stock owned directly by Mr. Ladds' spouse, and (iii)
19,550 shares of common stock held by Mr. Ladds' spouse as trustee for the
grandchildren of Mr. Ladds.

(4) Includes (i) 35,326 shares of common stock owned directly, (ii) 7,000
shares of common stock owned directly by Mr. Tevens' spouse, (iii) 50
shares of common stock owned by Mr. Tevens' son, (iv) 4,920 shares of
common stock allocated to Mr. Tevens' ESOP account, (v) 134,025 shares of
common stock issuable under options granted to Mr. Tevens under the
Incentive Plan which are exercisable within 60 days and (vi) 46,225 shares
of common stock issuable under options granted to Mr. Tevens under the
Non-Qualified Plan which are exercisable within 60 days. Excludes 103,405
shares of common stock issuable under options granted to Mr. Tevens under
the Incentive Plan and 5,345 shares of common stock issuable under options
granted to Mr. Tevens under the Non-Qualified Plan which are not
exercisable within 60 days.

- 23 -

(5) Excludes 45,000 shares of common stock issuable under options granted to
Mr. Gilbreath under the Incentive Plan which are not exercisable within 60
days.

(6) Includes (i) 9,000 shares of common stock owned by Mr. Friedl's spouse as
custodian for Mr. Friedl's son and daughter and (ii) 21,250 shares of
common stock issuable under options granted to Mr. Friedl under the
Incentive Plan which are exercisable within 60 days. Excludes (i) 63,750
shares of common stock issuable under options granted to Mr. Friedl under
the Incentive Plan which are not exercisable within 60 days and (ii)
1,080,485 shares of common stock owned by the ESOP for which Mr. Friedl
serves as one of four trustees and for which he disclaims any beneficial
ownership..

(7) Includes (i) 19,390 shares of common stock owned directly, (ii) 152 shares
of common stock owned by Mr. Librock's son, (iii) 5,004 shares of common
stock allocated to Mr. Librock's ESOP account, (iv) 112,720 shares of
common stock issuable under options granted to Mr. Librock under the
Incentive Plan which are exercisable within 60 days and (v) 17,030 shares
of common stock issuable under options granted to Mr. Librock under the
Non-Qualified Plan which are exercisable within 60 days. Excludes 40,125
shares of common stock issuable under options granted to Mr. Librock under
the Incentive Plan and 1,125 shares of common stock issuable under options
granted to Mr. Librock under the Non-Qualified Plan which are not
exercisable within 60 days.

(8) Includes (i) 21,796 shares of common stock owned directly, (ii) 1,943
shares allocated to Ms. Howard's ESOP account, (iii) 107,720 shares of
common stock issuable under options granted to Ms. Howard under the
Incentive Plan which are exercisable within 60 days and (iv) 17,030 shares
of common stock issuable under options granted to Ms. Howard under the
Non-Qualified Plan which are exercisable within 60 days. Excludes (i)
1,080,349 additional shares of common stock owned by the ESOP for which Ms.
Howard serves as one of four trustees and for which she disclaims any
beneficial ownership and (ii) 25,125 shares of common stock issuable under
options granted to Ms. Howard under the Incentive Plan and 1,125 shares of
common stock issuable under options granted to Ms. Howard under the
Non-Qualified Plan which are not exercisable within 60 days.

(9) Includes (i) options to purchase an aggregate of 565,300 shares of common
stock issuable to certain executive officers under the Incentive Plan and
Non-Qualified Plan which are exercisable within 60 days. Excludes the
shares of common stock owned by the ESOP as to which Mr. Friedl, Ms.
Howard, Mr. Harvey and Mr. Myers serve as trustees, except for an aggregate
of 18,853 shares allocated to the respective ESOP accounts of our executive
officers and (ii) options to purchase an aggregate of 364,750 shares of
common stock issued to certain executive officers under the Incentive Plan
and Non-Qualified Plan which are not exercisable within 60 days.

(10) Information with respect to Fidelity Management & Research Company is based
on a Schedule 13F filed with the Securities and Exchange Commission on
March 31, 2005. The stated business address for Fidelity Management &
Research Company is One Federal Street E14B, Boston, Massachusetts 02109.

(11) Information with respect to Tontine Financial Partners LP is based on a
Schedule 13F filed with the Securities and Exchange Commission on March 31,
2005 by a group consisting of Tontine Management, L.L.C., Tontine Partners,
L.P., Tontine Capital Management, L.L.C., Tontine Associates, L.L.C. and
Jeffrey L. Gendell (individually and as managing member of Tontine
Management, L.L.C., Tontine Capital Management, L.L.C. and Tontine
Associates, L.L.C.). Based solely upon information in this Schedule 13F,
Tontine Financial Partners LP and these affiliated entities share voting
power and dispositive power with respect to all of such shares of common
stock. The stated business address for Tontine Financial Partners LP is 55
Railroad Avenue, 3rd Floor, Greenwich, Connecticut 06830.

- 24 -

SOLICITATION OF PROXIES

The cost of solicitation of proxies will be borne by us, including expenses
in connection with preparing and mailing this Proxy Statement. In addition to
the use of the mail, proxies may be solicited by personal interviews or by
telephone, telecommunications or other electronic means by our Directors,
officers and employees at no additional compensation. Arrangements will be made
with brokerage houses, banks and other custodians, nominees and fiduciaries for
the forwarding of solicitation material to the beneficial owners of our common
stock, and we will reimburse them for reasonable out-of-pocket expenses incurred
by them in connection therewith.

OTHER MATTERS

Our management does not presently know of any matters to be presented for
consideration at the Annual Meeting other than the matters described in the
Notice of Annual Meeting. However, if other matters are presented, the
accompanying proxy confers upon the person or persons entitled to vote the
shares represented by the proxy, discretionary authority to vote such shares in
respect of any such other matter in accordance with their best judgment.

SHAREHOLDERS' PROPOSALS

Proposals of shareholders intended to be presented at the 2006 Annual
Meeting must be received by us by March 13, 2006 to be considered for inclusion
in our Proxy Statement and form of proxy relating to that meeting. In addition,
our by-laws require that notice of shareholder proposals and nominations for
director be delivered to our principal executive offices not less than 60 days
nor more than 90 days prior to the first anniversary of the Annual Meeting for
the preceding year; provided, however, if the Annual Meeting is not scheduled to
be held within a period commencing 30 days before such anniversary date and
ending 30 days after such anniversary date, such shareholder notice shall be
delivered by the later of (i) 60 days prior to the date of the Annual Meeting or
(ii) the tenth day following the date such Annual Meeting date is first publicly
announced or disclosed. The date of the 2006 Annual Meeting has not yet been
established. Nothing in this paragraph shall be deemed to require us to include
in our Proxy Statement and proxy relating to the 2006 Annual Meeting any
shareholder proposal that does not meet all of the requirements for inclusion
established by the Exchange Act, and the rules and regulations promulgated
thereunder.

- 25 -

OTHER INFORMATION

WE WILL PROVIDE WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS SOLICITED, ON
THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF OUR ANNUAL REPORT ON FORM 10-K,
FOR THE FISCAL YEAR ENDED MARCH 31, 2005, FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO. Such
written request should be directed to Columbus McKinnon Corporation, 140 John
James Audubon Parkway, Amherst, New York 14228-1197, Attention: Secretary. Each
such request must set forth a good faith representation that, as of June 24,
2005, the person making the request was a beneficial owner of securities
entitled to vote at the Annual Meeting.

The accompanying Notice and this Proxy Statement are sent by order of our
Board of Directors.

TIMOTHY R. HARVEY
Secretary

Dated: July 13, 2005

- 26 -

ANNUAL MEETING OF SHAREHOLDERS OF

COLUMBUS MCKINNON CORPORATION

August 15, 2005

PROXY VOTING INSTRUCTIONS

TO VOTE BY MAIL
---------------
PLEASE DATE, SIGN AND MAIL YOUR ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED AS
SOON AS POSSIBLE.

TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
--------------------------------------------
PLEASE CALL TOLL-FREE 1-800-PROXIES AND FOLLOW THE INSTRUCTIONS. HAVE YOUR
CONTROL NUMBER AND THE PROXY CARD AVAILABLE WHEN YOU CALL.

TO VOTE BY INTERNET
-------------------
PLEASE ACCESS THE WEB PAGE AT WWW.VOTEPROXY.COM AND FOLLOW THE ON-SCREEN
INSTRUCTIONS. HAVE YOUR CONTROL NUMBER AVAILABLE WHEN YOU ACCESS THE WEB PAGE.

YOUR CONTROL NUMBER IS
-------------------- --------------------

PROXY
COLUMBUS MCKINNON CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 15, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints TIMOTHY T. TEVENS and ROBERT R. FRIEDL and
each or any of them, attorneys and proxies, with full power of substitution, to
vote at the Annual Meeting of Shareholders of COLUMBUS McKINNON CORPORATION (the
"Company") to be held at the University Inn & Conference Center, 2402 North
Forest Road, Amherst, New York, on August 15, 2005 at 10:00 a.m., local time,
and any adjournment(s) thereof revoking all previous proxies, with all powers
the undersigned would possess if present, to act upon the following matters and
upon such other business as may properly come before the meeting or any
adjournment(s) thereof.

1. ELECTION OF DIRECTORS:

|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote for
(except as marked to the all nominees listed below
contrary below)

HERBERT P. LADDS, JR.
TIMOTHY T. TEVENS
CARLOS PASCUAL
RICHARD H. FLEMING
ERNEST R. VEREBELYI
WALLACE W. CREEK
STEPHEN RABINOWITZ
LINDA A. GOODSPEED

Instruction: To withhold authority to vote for any individual nominee mark "FOR"
all nominees above and write the name(s) of that nominee(s) with respect to whom
you wish to withhold authority to vote here:

-------------------------------

2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSAL NO. 1.

Dated: ______________, 2005

-------------------------------
Signature

-------------------------------
Signature if held jointly

Please sign exactly as name appears. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign a partnership name by authorized person. PLEASE SIGN, DATE AND MAIL
THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

ANNUAL MEETING OF SHAREHOLDERS OF

COLUMBUS MCKINNON CORPORATION

August 15, 2005

ESOP

PROXY VOTING INSTRUCTIONS

TO VOTE BY MAIL
---------------
PLEASE DATE, SIGN AND MAIL YOUR ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED AS
SOON AS POSSIBLE.

TO VOTE BY INTERNET
-------------------
PLEASE ACCESS THE WEB PAGE AT WWW.VOTEPROXY.COM AND FOLLOW THE ON-SCREEN
INSTRUCTIONS. HAVE YOUR CONTROL NUMBER AVAILABLE WHEN YOU ACCESS THE WEB PAGE.

YOUR CONTROL NUMBER IS
-------------------- --------------------

COLUMBUS MCKINNON CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
VOTING INSTRUCTION CARD FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 15, 2005

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The Trustees of the Columbus McKinnon Corporation Employee Stock Ownership
Plan (the "ESOP") are hereby authorized to represent and to vote as designated
herein the shares of the undersigned held under the ESOP at the Annual Meeting
of Shareholders of COLUMBUS McKINNON CORPORATION (the "Company") to be held at
the University Inn & Conference Center, 2402 North Forest Road, Amherst, New
York, on August 15, 2005 at 10:00 a.m., local time, and any adjournment(s)
thereof revoking all previous voting instructions, with all powers the
undersigned would possess if present, to act upon the following matters and upon
such other business as may properly come before the meeting or any
adjournment(s) thereof.

THE TRUSTEES MAKE NO RECOMMENDATION WITH RESPECT TO VOTING YOUR ESOP SHARES ON
ANY ITEMS

1. ELECTION OF DIRECTORS:

|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote for
(except as marked to the all nominees listed below
contrary below)

HERBERT P. LADDS, JR.
TIMOTHY T. TEVENS
CARLOS PASCUAL
RICHARD H. FLEMING
ERNEST R. VEREBELYI
WALLACE W. CREEK
STEPHEN RABINOWITZ
LINDA A. GOODSPEED

-------------------------------

2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

WHEN PROPERLY EXECUTED, THIS VOTING INSTRUCTION WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE, THE TRUSTEES WILL VOTE ANY ALLOCATED
ESOP SHARES "FOR" PROPOSAL NO. 1.

Dated: _______________, 2005

-------------------------------
Signature

Please sign exactly as name appears. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. PLEASE SIGN,
DATE AND MAIL THE VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.