UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 

FORM 8-K
Current Report

 Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 Date of Report:   July 23, 2003
 (Date of earliest event reported)
 
The Manitowoc Company, Inc.
 (Exact name of registrant as specified in its charter)

Wisconsin	1-11978	39-0448110	
(State or other jurisdiction
of incorporation)	(Commission File Number)	(I.R.S. Employer
Identification Number)	

2400 S. 44 th Street, Manitowoc, Wisconsin 54221-0066	
(Address of principal executive offices including zip code)	

 (920) 684-4410
 (Registrant's telephone number, including area code)

 
Item 5. Other Events
On July 23, 2003, The Manitowoc Company, Inc. (the "company") received an amendment and waiver from its lending institutions to its credit agreement dated May 9, 2001, as amended on April 29, 2002 and February 4, 2003. This amendment modifies certain financial covenants. The company believes these modified covenants will better enable management to achieve the company's business plan and goals in the current economic environment. A copy of the amendment is attached as Exhibit 4 to this filing.
Item 7. Financial Statements and Exhibits
(c)     Exhibits

          The following exhibit is furnished pursuant to Item 12 of this Report:

          99.1     The Manitowoc Company, Inc. press release dated July 30, 2003

Item 12. Results of Operations and Financial Conditions
On July 30, 2003, the company issued a press release describing its results of operations for the three and six months ended June 30, 2003. The press release issued by the Registrant in connection with the announcement is furnished as Exhibit 99.1 and is incorporated herein by reference.

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 	THE MANITOWOC COMPANY, INC.	
 	(Registrant)	

DATE:  July 30, 2003	 /s/ Timothy M. Wood                                           	
 	Timothy M. Wood	
	Vice President & Chief Financial Officer	

 
 
THE MANITOWOC COMPANY, INC.

 EXHIBIT INDEX

TO

FORM 8-K CURRENT REPORT

 Dated as of July 23, 2003

Exhibit No.          	 	
Description                                                            	 	Filed Herewith	
 	 	 	 	 	
4	 	Second Amendment and Waiver to Credit Agreement, dated as of July 23, 2003, among The Manitowoc Company, Inc., as borrower, several lenders, and Deutsche Bank Trust Company Americas, as Administrative Agent.	 	X	
 	 	 	 	 	
99.1	 	Press Release dated July 30, 2003, regarding the earnings of The Manitowoc Company, Inc. for three and six months ended June 30, 2003.	 	X	

 

THIRD AMENDMENT AND WAIVER
THIRD AMENDMENT AND WAIVER (this "Amendment"), dated as of July 23, 2003, among THE MANITOWOC COMPANY, INC., a Wisconsin corporation (the "Borrower"), the lending institutions from time to time party to the Credit Agreement referred to below (the "Lenders") and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as Administrative Agent (in such capacity, the "Administrative Agent"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement, dated as of May 9, 2001 (as amended, modified and/or supplemented to, but not including, the date hereof, the "Credit Agreement"); and
WHEREAS, subject to the terms and conditions of this Amendment, the parties hereto wish to amend the Credit Agreement, and waive certain Events of Default that have arisen under the Credit Agreement, in each case as herein provided;
NOW, THEREFORE, it is agreed:
·	Amendments to Credit Agreement .

2.	Section 4.02(e) of the Credit Agreement is hereby amended by inserting the following new parenthetical immediately following the text "from Asset Sales in any fiscal year of the Borrower" appearing in the first proviso to said Section 4.02(e):
"(other than cash proceeds received from the Specified Asset Sales which shall be applied as provided above in this Section 4.02(e) without regard to this proviso)".

3.	Section 9.02 of the Credit Agreement is hereby amended by (i) deleting the first parenthetical appearing in clause (v) thereof and inserting the following new parenthetical in lieu thereof:
"(other than (i) the capital stock or other equity interests of any Wholly-Owned Subsidiary unless all of the capital stock or other equity interests are sold in accordance with this clause (v) and (ii) assets permitted to be sold pursuant to the Specified Asset Sales)",
(ii) deleting the word "and" appearing at the end clause (xvii) of said Section 9.02, (iii) deleting the period appearing at the end of clause (xviii) of said Section 9.02 and inserting the text "; and" in lieu thereof and (iv) inserting the following new clause (xix) immediately following clause (xviii) of said Section 9.02:
"(xix) the Borrower and its Subsidiaries may consummate the Specified Asset Sales so long as (x) each such sale is in an arm's-length transaction and the Borrower or the respective Subsidiary receives at least fair market value (as determined in good faith by the Borrower or such Subsidiary, as the case may be), (y) the total consideration received by the Borrower or such Subsidiary is 100% cash (as well as the assumption of liabilities by the purchaser of the respective assets subject to such Specified Asset Sale) which is paid (and assumed) at the time of the closing of each such sale, subject to any applicable post-closing purchase price adjustment, and (z) the Net Sale Proceeds therefrom are applied as required by Section 4.02(e).".

4.	Section 9.08 of the Credit Agreement is hereby amended by deleting the table appearing in said Section 9.08 in its entirety and inserting the following new table in lieu thereof:
" Fiscal Quarter Ending	Ratio	
June 30, 2003	2.00:1.00	
September 30, 2003	2.00:1.00	
December 31, 2003	2.00:1.00	
March 31, 2004	2.00:1.00	
June 30, 2004	2.00:1.00	
September 30, 2004	2.00:1.00	
December 31, 2004	2.00:1.00	
March 31, 2005	2.00:1.00	
June 30, 2005	2.00:1.00	
September 30, 2005	2.25:1.00	
December 31, 2005	2.25:1.00	
March 31, 2006	2.25:1.00	
June 30, 2006	2.25:1.00	
September 30, 2006	2.50:1.00	
December 31, 2006	2.50:1.00	
March 31, 2007	3.00:1.00".	

5.	Section 9.09 of the Credit Agreement is hereby amended by deleting the text of said Section 9.09 in its entirety and inserting the following new text in lieu thereof:
"9.09 [Intentionally omitted]".

6.	Section 9.10 of the Credit Agreement is hereby amended by deleting the date "December 30, 2003" appearing in the table thereof and inserting the date "September 29, 2004" in lieu thereof.

7.	Section 9.11 of the Credit Agreement is hereby amended by deleting the table appearing in said Section 9.11 in its entirety and inserting the following new table in lieu thereof:

" Period	Ratio	
June 30, 2003
   through and including
   March 30, 2004	
5.75:1.00	
March 31, 2004
   through and including
   June 29, 2004	

5.50:1.00	
June 30, 2004
   through and including
   September 29, 2004	

5.25:1.00	
September 30, 2004
   through and including
   December 30, 2004	

5.00:1.00	
December 31, 2004
   through and including
   June 29, 2005	

4.75:1.00	
June 30, 2005
   through and including
   September 29, 2005	

4.50:1.00	
September 30, 2005
   through and including
   December 30, 2005	

4.25:1.00	
December 31, 2005
   through and including
   March 30, 2006	

4.00:1.00	
March 31, 2006
   through and including
   June 29, 2006	

3.75:1.00	
June 30, 2006
   through and including
   December 30, 2006	

3.50:1.00	
Thereafter	3.00:1.00".	

8.	Section 9.12 of the Credit Agreement is hereby amended by deleting said Section 9.12 in its entirety and inserting the following new Section 9.12 in lieu thereof:
"9.12 Minimum Consolidated Fixed Charge Coverage Ratio . The Borrower will not permit the Consolidated Fixed Charge Coverage Ratio for any Test Period ending on the last day of any fiscal quarter of the Borrower (commencing with the Borrower's fiscal quarter ended on June 30, 2003) to be less than 1.25:1.0.".

9.	The definition of "Applicable Commitment Commission Percentage" and "Applicable Margin" appearing in Section 11.01 of the Credit Agreement is hereby amended by (i) deleting the text "or Level 4" appearing in the second parenthetical of said definition and inserting the text ", Level 4 or Level 5" in lieu thereof, (ii) deleting each reference to the text "Level 4" appearing in the provisos to said definition and inserting the text "Level 5" in lieu thereof, (iii) deleting the final sentence of said definition and inserting the following new sentence in lieu thereof:
"Notwithstanding anything to the contrary contained in this definition, Level 5 pricing (as adjusted by any Applicable Pricing Adjustment) shall apply for the period from the Third Amendment Effective Date to the date of the delivery of the Borrower's financial statements (and related officer's certificate) in respect of its fiscal quarter ending September 30, 2003.",
and (iv) deleting the pricing grid appearing in said definition and inserting the following new pricing grid in lieu thereof:

 

" Level	

Consolidated
Total
Leverage Ratio	A Term Loans and
Revolving Loans
maintained as
Base Rate Loans
and Swingline Loans	
A Term Loans and Revolving Loans maintained as
Euro Rate Loans	

B Term Loans maintained as Base Rate Loans	
B Term Loans maintained as Eurodollar      Loans    	
Applicable Commitment Commission Percentage	
1	Less than 2.00:1.00	
1.000%	
2.000%	
1.750%	
2.750%	
0.250%	
2	Greater than or equal to 2.00:1.00 but less than or equal to 2.50:1.00	

1.250%	

2.250%	

1.875%	

2.875%	

0.250%	
3	Greater than 2.50:1.00 but less than or equal to 3.00:1.00	

1.500%	

2.500%	

1.875%	

2.875%	

0.375%	
4	Greater than 3.00:1.00 but less than or equal to 4.50:1.00	

1.625%	

2.625%	

1.875%	

2.875%	

0.500%	
5	Greater than 4.50:1.00	
1.875%	
2.875%	
2.125%	
3.125%	
0.500%".	

10.	The definition of "Applicable Pricing Adjustment" appearing in Section 11.01 of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end of clause (i) of the last paragraph of said definition and (ii) inserting the following new clause (iii) immediately following clause (ii) of the last paragraph of said definition:
" and (iii) notwithstanding anything to the contrary contained in this definition, at any time that Level 5 pricing applies pursuant to the pricing grid set forth in the definition of "Applicable Commitment Commission Percentage" and "Applicable Margin", the Applicable Pricing Adjustment set forth in clause (B) above shall be 0.".

11.	The definition of "Consolidated EBITDA" appearing in Section 11.01 of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end of clause (i) of said definition and inserting a comma in lieu thereof and (ii) inserting the following new clause (iii) immediately following clause (ii) of said definition:
"and (iii) up to (A) $16,600,000 of one-time charges incurred in the Borrower's fiscal quarter ended June 30, 2003 (or, in the case of up to $2,000,000 of the charges referred to in succeeding clause (z), incurred after March 31, 2003 and on or prior to the Borrower's fiscal quarter ending March 31, 2004) to the extent that same were deducted in arriving at Consolidated Net Income for such fiscal quarter, of which, however , (w) no more than $2,800,000 shall be charges associated with the consolidation of the Borrower's boom truck production with its mobile telescopic crane production, (x) no more than $4,300,000 shall be charges associated with the Borrower's write-down of (I) the assets comprising its aerial work platform business in France, Germany and the United States in anticipation of the sale of same and (II) the assets comprising the Borrower's in-house crane distribution operation in anticipation of the sale of same, (y) no more than $6,000,000 shall be charges associated with the write-down of idle real estate located in France, Germany and the United States and certain related equipment in anticipation of the sale of same and (z) no more than $3,500,000 shall be charges associated with (I) additional personnel reductions relating to the Borrower's crane operations and (II) the consolidation of the operations of Multiplex Company, Inc. and the transfer of ice production from Italy to China and (B) an additional $1,000,000 in the aggregate of one-time charges of the types described, and incurred within the time periods described, in preceding sub-clause (A) to the extent that same were deducted in arriving at Consolidated Net Income for the relevant fiscal quarter and not otherwise added back to Consolidated EBIT pursuant to such sub-clause (A)".

12.	Section 11.01 of the Credit Agreement is hereby further amended by inserting the following new definitions in the appropriate alphabetical order:
"Specified Asset Sales" shall mean the sale of (i) the capital stock of the Subsidiary or Subsidiaries of the Borrower that own, or the assets associated with, the Borrower's aerial work platform business in France, Germany and the United States and (ii) all of the capital stock of, or all or substantially all of the assets of, North Central Crane & Excavator Sales Corp.
"Third Amendment" shall mean the Third Amendment and Waiver to this Agreement, dated as of July 23, 2003.
"Third Amendment Effective Date" shall have the meaning provided in the Third Amendment.

13.	The Lenders hereby waive any Default or Event of Default that has arisen under the Credit Agreement solely as a result of the Borrower's failure to be in compliance with (i) Sections 9.08 and 9.09 of the Credit Agreement for the Test Period ended on June 30, 2003 (as such Sections were in effect prior to giving effect to this Amendment) and (ii) Section 9.11 of the Credit Agreement for the period from June 30, 2003 through the Third Amendment Effective Date (as hereinafter defined) (as such Section was in effect prior to giving effect to this Amendment).
·	Miscellaneous Provisions .

2.	In order to induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists on and as of the Third Amendment Effective Date, after giving effect this Amendment; and
(b) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Third Amendment Effective Date, after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

3.	This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.

4.	This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.

5.	THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

6.	This Amendment shall become effective on the date (the "Third Amendment Effective Date") when each of the Borrower and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at its Notice Office.

7.	The Borrower hereby covenants and agrees, so long as the Third Amendment Effective Date occurs, to pay to each Lender which has executed and delivered to the Administrative Agent (or its designee) a counterpart hereof by the later to occur of (x) 5:00 P.M. (New York time) on July 23, 2003 and (y) 5:00 P.M. (New York time) on the Third Amendment Effective Date (such later date, the "Outside Date"), a non-refundable cash amendment fee equal to 0.25% of the sum of (x) its Revolving Loan Commitment as in effect on the Third Amendment Effective Date and (y) the aggregate outstanding principal amount of its Term Loans on the Third Amendment Effective Date, which fee shall not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter and shall be paid by the Borrower to the Administrative Agent for distribution to the applicable Lenders on the second Business Day following the Outside Date.

8.	From and after the Third Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.
* * *
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

THE MANITOWOC COMPANY, INC.	

By   /s/ Carl Laurino                                              	
Title: Treasurer	

DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company),
Individually and as Administrative Agent	
 	
By   /s/ Diane F. Rolfe                                         	
Title: Vice-President	

 

[NAME OF FINANCIAL INSTITUTION]	
 	
By                                                                   	
Title:	

FAX NEWS RELEASE

 	For further information:	 	
The Manitowoc Company, Inc.	
Timothy M. Wood	
Steven C. Khail	
P.O. Box 66 u Manitowoc WI 54221-0066	Vice President	Director of Investor Relations	
Telephone: 920-684-4410 u Telefax: 920-652-9778	& Chief Financial Officer	& Corporate Communications	
Internet: http://www.manitowoc.com	Direct Dial: 920-652-1767	Direct Dial: 920-652-1713	
 	Email: twood@manitowoc.com	Email: skhail@manitowoc.com	

NEWS for Immediate Release

Manitowoc Reports Second-Quarter Results

 Foodservice performance leads Q2 results,
Crane segment integration nears completion,
Debt paydown and cash flow targets reaffirmed

MANITOWOC, WI - July 30, 2003 - The Manitowoc Company, Inc. (NYSE: MTW) today reported net sales of $433.7 million for the second quarter of 2003, increasing 32 percent from $328.3 million during the same period last year. The company also reported net earnings of $1.3 million, or $0.05 per diluted share, compared with net earnings of $20.1 million, or $0.81 per diluted share, in the second quarter of 2002. Excluding special charges totaling $10.8 million, ($7.6 million net of tax) second-quarter earnings were $0.33 per diluted share, in line with the preliminary estimate announced earlier this month. A reconciliation of earnings per share from reported GAAP amounts to non-GAAP amounts is included later in this release.

The sales growth came as a result of the Grove acquisition. Excluding Grove, total company sales were down 14 percent reflecting continued weakness in the Crane markets and lower Marine project revenues due to deferred orders for new commercial ships. Foodservice sales were down 5 percent, due principally to a new model promotion last year under a private label production contract. Other Foodservice units continue to perform well and improve market share for their key products.
The decline in earnings per share before special charges was due to a drop in operating profit from the Crane and Marine businesses, and an increase in interest expense. Foodservice operating profit was up slightly despite lower sales.
Second-quarter special charges primarily included a restructuring charge of $4.8 million, principally related to further rationalization and facility closures within the Crane segment, and a $4.9 million goodwill impairment charge. The company will also record additional charges of approximately $5 to $10 million in the second half of the year as these activities are completed. As previously reported, these restructuring efforts are designed to complete the integration of the Crane segment acquisitions, eliminate excess manufacturing capacity, improve operational efficiency, and enhance future financial performance.
"Our Foodservice segment performed well this quarter and helped to offset continued market weakness in both our Crane and Marine segments," said Terry D. Growcock, Manitowoc's chairman and chief executive officer. "Despite market difficulties, we continue to introduce new products in our Crane and Foodservice segments. We remain focused on strategies that will enhance our market positions, generate cash, reduce debt, and position our businesses to excel when the markets recover."

For the first half of 2003, net sales were $813.0 million, increasing 33 percent from the same period last year (a decline of 13 percent excluding the Grove acquisition). The company reported net earnings of $1.8 million, or $0.07 per diluted share, compared with a loss of $10.1 million, or $0.42 per diluted share, in 2002. Excluding special charges for the first half of the year, earnings were $0.34 per diluted share in 2003 and $1.13 in 2002.
 
Second-quarter Highlights:
·	Earnings growth in the Foodservice segment - despite cooler weather, the SARS impact in Asia, and
overall soft market conditions - due to market share gains and continuing cost-reduction and consolidation
efforts.
·	Substantial completion of integration efforts in the Crane segment. The Crane segment is now in a
position to leverage the strengths the acquisitions have provided us.
·	Introduction of eight new crane products during the quarter.
·	Brisk quoting activity in the Marine segment for future commercial and government shipbuilding projects;
and selected to build a Response Boat-Medium prototype for the U.S. Coast Guard.
Business Segment Results
Net sales in the Crane segment were $266.8 million for the quarter, an increase of 88 percent from $142.1 million in 2002. Excluding results from the Grove acquisition, net Crane segment sales were down 19 percent. Operating earnings were $8.7 million compared with $20.8 million one year ago. As of June 30, total crane backlog was $165 million. "Our Crane segment results continue to reflect weak demand in the construction industry, as well as pricing pressures as competitors work to retain market share," said Growcock. "Despite the difficult market conditions, we have gained global market share in five of our seven crane product categories.
"With the previously announced facility closures in North America and Europe well under way, the integration of our Crane acquisitions will soon be complete. Our strategic focus for the Crane segment is to protect our market share through continued investment in new products and product support, grow share globally by leveraging the strengths our acquisitions have provided us, and continually improve our cost structure. We are making tough decisions and taking decisive measures to manage through this economic downturn. We are confident that our efforts will yield excellent long-term results."
Foodservice sales for the quarter decreased approximately 5 percent to $127.0 million, compared to $134.1 million for the same period last year, but operating earnings increased slightly to $21.2 million. Factors affecting the decline in sales include cooler weather across much of the country, continuing weakness in the hotel and quick-service restaurant businesses, and SARS, which affected sales of ice machines in China. "Our Foodservice business continues to outperform the industry," added Growcock, "and our gains in earnings despite lower sales is a testament to our cost-cutting and consolidation efforts. As with our Crane segment, we continue to invest in new-product development, and we're planning a major product introduction at NAFEM in early September."
For the second quarter, Marine sales of $39.9 million were down 23 percent, and operating earnings of $2.9 million were down approximately 50 percent, from last year's levels of $52.1 million and $5.9 million, respectively. Lingering effects from the first-quarter strike at Marinette Marine, as well as customer deferrals of new construction projects, adversely affected results for the second quarter. "New construction work remained slow during the quarter, primarily due to economic uncertainty and our customers' difficulty in receiving financing," explained Growcock. "Nevertheless, we are optimistic about the longer-term opportunities for additional commercial, government, and homeland security shipbuilding work, as well as the upcoming repair season, which appears healthy at this point. During the quarter, Manitowoc was one of three firms selected to participate in building a Response Boat-Medium prototype for the Coast Guard."

During the quarter, cash used in operations was $0.8 million due to the seasonal increase in the company's receivables and inventory. For the first half of the year, cash from operations was $24.0 million and the company paid down $28 million of its debt.

Strategic Update
"Though the economy hasn't changed much since the first quarter, we have maintained our focus on operational excellence and new-product development to grow market share and to manage our businesses through this downturn," stated Growcock, who said that Manitowoc is still committed to the following strategic priorities:
·	Improve operating efficiencies in the Crane business, while maintaining and growing market share by
leveraging strengths and investing in new products and product support.
·	Grow core Foodservice operations through new-product introductions and improved operating
systems. Several new products will be introduced at the NAFEM trade show in September.
·	Grow Marine operations by leveraging the strengths and capabilities of multiple shipyards to serve
commercial and government customers. Manitowoc is actively pursuing several commercial
opportunities for OPA-90 double-hull vessels as well as government work.
·	Consolidate and rationalize existing operations, while divesting non-core operations and facilities.
The company remains on track to generate $30 million in Crane integration synergies.
·	Strengthen the company's financial structure by focusing on cash flow and debt reduction.
Manitowoc has set a target of $100 million in cash flow from operations by year-end, and the
company is confident it can achieve $60 million in debt reduction for the year.
 
Earnings Guidance
"As we announced previously, we are now targeting a full-year diluted EPS range of $0.80 to $1.00 before special charges, due to ongoing difficulties in our Crane and Marine markets as well as the Marinette Marine strike from earlier this year. Including special charges, the EPS range is expected to be $0.30 to $0.65," said Growcock. "We are also comfortable with our debt reduction target of $60 million, or more."
In this release, the company refers to various non-GAAP measures. Earnings and earnings per share excluding special charges are non-GAAP financial measures. The company believes these measures are helpful to investors in assessing the company's ongoing performance of its underlying businesses before the impact of special items and the impact that acquisitions have had on its financial performance. In addition, these non-GAAP measures provide a comparison to analysts' estimates which do not include special charges. Earnings and earnings per share before special items reconcile to earnings presented according to GAAP as follows (in thousands, except per share data):

Conference Call
The Manitowoc Company will host a conference call today, July 30, at 10:00 a.m. Eastern Time. The call will also be broadcast live, via the Internet, at Manitowoc's Web site: http://www.manitowoc.com.
 
About The Manitowoc Company
The Manitowoc Company, Inc. is one of the world's largest providers of lifting equipment for the global construction industry, including lattice-boom cranes, tower cranes, mobile telescopic cranes, and boom trucks. As a leading manufacturer of ice-cube machines, ice/beverage dispensers, and commercial refrigeration equipment, the company offers the broadest line of cold-focused equipment in the foodservice industry. In addition, the company is a leading provider of shipbuilding, ship repair, and conversion services for government, military, and commercial customers throughout the maritime industry.
 
Forward-looking Statements
Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties. Potential factors could cause actual results to differ materially from those expressed or implied by such statements. These statements and potential factors include, but are not limited to, those relating to:
·	Anticipated changes in revenue, margins, and costs,
·	new crane and foodservice product introductions,
·	foreign currency fluctuations,
·	the risks associated with growth,
·	geographic factors and political and economic risks,
·	added financial leverage resulting from acquisitions,
·	actions of company competitors,
·	changes in economic or industry conditions generally or in the markets served by our companies,
·	Great Lakes water levels,
·	steel industry conditions,
·	work stoppages and labor negotiations
·	government approval and funding of projects,
·	the ability of our customers to receive financing, and
·	the ability to complete and appropriately integrate restructurings, consolidations, acquisitions,
  divestitures, strategic alliances, and joint ventures.

Information on the potential factors that could affect the company's actual results of operations is included in its filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

Company contact:
Timothy Wood
Vice President & Chief Financial Officer
 920-652-1767