SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-12
ACTUANT CORPORATION
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[Graphic]
Actuant
ACTUANT CORPORATION
6100 North Baker Road
GLENDALE, WISCONSIN 53209
(414) 352-4160
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
ACTUANT CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of ACTUANT
CORPORATION, a Wisconsin corporation, will be held at the offices of the
Company, 6100 North Baker Road, Glendale, Wisconsin, on Friday, January 4,
2002, at 10:00 a.m., Central Time, for the following purposes:
1. To elect a Board of seven directors; and
2. To transact such other business as may properly come before the Meeting
or any adjournment thereof;
all as set forth in the accompanying Proxy Statement.
The Board of Directors has fixed the close of business on November 26, 2001
as the record date for the determination of shareholders entitled to receive
notice of and to vote at the Meeting or any adjournment thereof.
Whether or not you expect to attend the Meeting, please mark, sign, date and
return the enclosed proxy promptly in the accompanying envelope, which requires
no postage if mailed in the United States. It is important that your shares be
represented at the Meeting, whether your holdings are large or small. If for
any reason you should desire to revoke your proxy, you may do so at any time
before it is voted.
By Order of the Board of Directors,
ANTHONY W. ASMUTH III
Secretary
Milwaukee, Wisconsin
December 3, 2001
[Graphic]
Actuant
ACTUANT CORPORATION
6100 North Baker Road
GLENDALE, WISCONSIN 53209
(414) 352-4160
PROXY STATEMENT
-----------------
This Proxy Statement and accompanying proxy are being first mailed to
shareholders on or about December 3, 2001
-----------------
This Proxy Statement and accompanying proxy are furnished to the
shareholders of Actuant Corporation (the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Shareholders on Friday, January 4, 2002, and at any
adjournment thereof. Accompanying this Proxy Statement is a Notice of Annual
Meeting of Shareholders and a form of proxy for such Meeting. The Company's
Annual Report on Form 10-K for the year ended August 31, 2001, which
constitutes the 2001 Annual Report to Shareholders and accompanies this Proxy
Statement, contains financial statements and certain other information
concerning the Company. The Annual Report and such financial statements are
neither a part of this Proxy Statement nor incorporated herein by reference.
Effective July 31, 2000, the Company completed the spin-off of APW Ltd. The
spin-off was completed to separate the Company's Electronics Business from its
Industrial Business. The spin-off was completed by distributing all of the
outstanding shares of APW Ltd. stock to the Company's shareholders as of a
record date. All shareholdings reported in this proxy statement have been
adjusted as a result of the Company's spin-off of APW Ltd. and the Company's
1-for-5 reverse stock split, which occurred in January 2001.
A proxy may be revoked, prior to its exercise, by executing and delivering a
later dated proxy, by delivering written notice of the revocation of the proxy
to the Corporate Secretary prior to the Meeting, or by attending and voting at
the Meeting. Attendance at the Meeting, in and of itself, will not constitute a
revocation of a proxy. Unless previously revoked, the shares represented by all
properly executed proxies received in time for the Meeting will be voted in
accordance with the shareholder's directions. If no directions are specified on
a duly submitted proxy, the shares will be voted, in accordance with the
recommendations of the Board of Directors, FOR the election of the directors
nominated by the Board of Directors and in accordance with the discretion of
the persons appointed as proxies on any other matters properly brought before
the Meeting.
The cost of soliciting proxies, including forwarding expense to beneficial
owners of stock held in the name of another, will be borne by the Company. The
Company has retained Georgeson Shareholder Communications Inc. to aid in the
solicitation of proxies, including the solicitation of proxies from brokerage
firms, banks, nominees, custodians and fiduciaries, for an approximate $7,500
fee plus disbursements. In addition, officers and employees of the Company may
solicit the return of proxies from certain shareholders by telephone or
meeting. Such officers and employees will receive no compensation therefor in
addition to their regular compensation. Shares held for the accounts of
participants in the Company's 401(k) Savings Plan ("Savings Plan") will be
voted in accordance with the instructions of the participants or otherwise in
accordance with the terms of such plans.
A majority of the votes entitled to be cast by shares entitled to vote,
represented in person or by proxy, constitutes a quorum for action on a matter
at the Meeting. Abstentions are counted as shares present for purposes of
determining the presence or absence of a quorum. Proxies relating to "street
name" shares that are voted by brokers on some matters, but not on other
matters as to which authority to vote is withheld from the broker ("broker
non-votes"), absent voting instructions from the beneficial owner under the
rules of the New York Stock Exchange, will be treated as shares present for
purposes of determining the presence or absence of a quorum. The voting
requirements and the procedures described below are based upon provisions of
the Wisconsin Business Corporation Law, the Company's articles of incorporation
and by-laws, and any other requirements applicable to the matters to be voted
upon.
Directors are elected by a plurality of the votes cast by the holders of
shares entitled to vote in the election at a meeting at which a quorum is
present. A "plurality" means that the individuals who receive the largest
number of votes are elected as directors up to the maximum number of directors
to be elected at the meeting. Shares for which authority is withheld to vote
for director nominees and broker non-votes have no effect on the election of
directors except to the extent that the failure to vote for a director nominee
results in another nominee receiving a larger number of votes. Votes attempted
to be cast against a candidate are not given legal effect and are not counted
as votes cast in an election of directors.
On November 26, 2001, the record date for determining shareholders entitled
to receive notice of and to vote at the Annual Meeting of Shareholders, the
Company's outstanding capital stock consisted solely of 8,049,326 shares of
Class A Common Stock, the only class of shares outstanding. Each share of
common stock outstanding on the record date is entitled to one vote on all
matters submitted at the Meeting.
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of October 1, 2001 unless otherwise
indicated, certain information with respect to the beneficial ownership of
common stock by persons known by the Company to beneficially own more than 5%
of the outstanding shares of common stock, by the nominees for director, by
each executive officer of the Company named in the Summary Compensation Table
below and by the Company's executive officers and directors as a group. Briefly
stated, shares are deemed to be beneficially owned by any person or group who
has the power to vote or direct the vote or the power to dispose or direct the
disposition of such shares, or who has the right to acquire beneficial
ownership thereof within 60 days. The option numbers reported below have been
adjusted as a result of the Company's spin-off of APW Ltd. and the Company's
1-for-5 reverse stock split.
Amount Percent
Beneficial Owner(1) and Nature of Class
------------------- ---------- --------
Bank of America Corporation(2).. 437,058 5.5%
100 North Tryon Street
Charlotte, North Carolina 28255
MMI Investments II-A LP(3)...... 924,400 11.6%
Wing Road, RR 1
P.O. Box 1670
Millbrook, New York 12545
Oppenheimer Capital(4).......... 616,590 7.7%
800 Newport Center Drive
Suite 100
Newport Beach, California 92660
2
Amount Percent
Beneficial Owner(1) and Nature of Class
- ------------------- ---------- --------
T. Rowe Price Associates, Inc.(5).................. 417,765 5.2%
100 East Pratt Street
Baltimore, Maryland 21202
Robert C. Arzbaecher............................... 303,928(6) 3.7%
President and Chief Executive
Officer and Director
Gustav H.P. Boel, Director......................... 1,656(7) *
Bruce S. Chelberg, Director........................ 11,400 *
H. Richard Crowther, Director...................... 37,000(8) *
William K. Hall, Nominee for Director.............. 2,000 *
Kathleen J. Hempel, Director....................... 2,000 *
Todd B. Hicks, Vice President, Enerpac............. 25,340(9) *
Ralph L. Keller, Vice President, Actuant Operations 39,105(10) *
Andrew G. Lampereur, Vice President and
Chief Financial Officer.......................... 86,906(11) 1.1%
Gerald M. Peiffer, Vice President,
Engineered Solutions--Americas................... 32,776(12) *
Richard G. Sim, Director........................... 136,964(13) *
William P. Sovey, Director......................... 500(14) *
All Directors and Executive Officers (19 persons).. 868,681(15) 10.2%
- --------
*Less than 1%
(1) Unless otherwise noted, the specified person has sole voting power and/or
dispositive power over the shares shown as beneficially owned.
(2) Based on most recently filed Schedule 13G, Bank of America Corporation has
shared voting and dispositive power with respect to all of the shares
reported.
(3) Based on most recently filed Schedule 13G, MMI Investments II-A LP has
sole voting and dispositive power with respect to all the shares reported.
However, by virtue of being the general partner of MMI Investments II-A
LP, MCM Management, LLC may also be deemed to be a beneficial owner and
have shared voting and dispositive power over the reported shares.
(4) Based on most recently filed Schedule 13G, Oppenheimer Capital has shared
voting and dispositive power with respect to all of the shares reported.
(5) Based on most recently filed Schedule 13G, T. Rowe Price Associates, Inc.
has sole voting and dispositive power with respect to all of the shares
reported. The reported shares, however, are owned by various individual
and institutional investors to whom T. Rowe Price Associates, Inc. acts as
an investment advisor. T. Rowe Price Associates, Inc. expressly disclaims
beneficial ownership of the reported shares.
(6) Includes 600 shares held by spouse, 550 shares held by his children
through a custodian, 1,330 shares held in the Savings Plan and 800 shares
held in an individual IRA Account. Also includes 214,240 shares issuable
pursuant to options exercisable currently or within 60 days of October 1,
2001.
(7) Excludes 1,075 phantom stock units held in the Company's Outside
Directors' Deferred Compensation Plan, of which he does not have any
voting or dispositive power.
3
(8) Includes 600 shares held by a family trust and 36,400 shares issuable
pursuant to options exercisable currently or within 60 days of October 1,
2001. Excludes 12,608 phantom stock units held in the Company's Outside
Directors' Deferred Compensation Plan, of which he does not have any
voting or dispositive power.
(9) Includes 1,110 shares held in the Savings Plan, 25 shares held in the
Employee Stock Purchase Plan and 11,180 shares issuable pursuant to
options exercisable currently or within 60 days of October 1, 2001.
(10) Includes 445 shares held in the Savings Plan, 30 shares held in the
Employee Stock Purchase Plan and 2,600 shares issuable pursuant to options
exercisable currently or within 60 days of October 1, 2001.
(11) Includes 1,294 shares held in the Savings Plan, 7,000 shares held by a
trustee through a Roth IRA, 181 shares held in the Employee Stock Purchase
Plan and 55,250 shares issuable pursuant to options exercisable currently
or within 60 days of October 1, 2001.
(12) Includes 464 shares held in the Savings Plan, 80 shares held by a
custodian for minor children and 9,100 share issuable pursuant to options
exercisable currently or within 60 days of October 1, 2001.
(13) Includes 133,222 shares held by spouse and 3,742 held by a custodian for
minor children. Excludes 1,614 phantom stock units held in the Company's
Outside Directors' Deferred Compensation Plan, of which he does not have
any voting or dispositive power. Mr. Sim, Chairman, has chosen not to run
for re-election as a director this year.
(14) Excludes 1,675 phantom stock units held in the Company's Outside
Directors' Deferred Compensation Plan, of which he does not have any
voting or dispositive power.
(15) Includes 800 shares held in an individual IRA account, 600 shares held by
a family trust, 133,822 shares held by spouses, 4,452 shares held by a
custodian for minor children, 5,648 shares held in the Savings Plan,
28,000 shares held by power of attorney, 43,846 shares held by certain
trusts with respect to which officers have voting and dispositive power
and 239 shares held in the Employee Stock Purchase Plan. Also includes
356,850 shares issuable pursuant to options exercisable currently or
within 60 days of October 1, 2001. Excludes 16,972 phantom stock units
held in the Company's Outside Directors' Deferred Compensation Plan, of
which none of the outside directors has any voting or dispositive power.
The beneficial ownership information set forth above, and below under
"Election of Directors," is based on information furnished by the specified
persons or known to the Company and is determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as required for purposes of this
Proxy Statement. It is not necessarily to be construed as an admission of
beneficial ownership for other purposes.
4
PROPOSAL 1
ELECTION OF DIRECTORS
At the Meeting, seven directors are to be elected to serve until the next
annual meeting of shareholders and until their successors shall be elected and
qualified. It is the intention of the persons named in the accompanying form of
proxy to nominate as directors and, unless otherwise specified in a proxy by a
shareholder, to vote such proxy for the election of the persons named below. In
the event any of the nominees should become unable to serve as a director, an
eventuality which management has no reason to believe will occur, proxies may
be voted for another nominee. Each person named below is presently serving as a
director of the Company, except for Mr. Hall who is a new nominee for director.
Common Stock
Beneficially Owned at
October 1, 2001
--------------------
Director Number Percent
Name and Principal Position Age Since of Shares of Class
--------------------------- --- -------- --------- --------
H. Richard Crowther (1)(3)................................ 69 1995 49,608(4) *
Retired Vice Chairman, Illinois Tool Works Inc.
(manufacturer of engineered components and systems).
William K. Hall........................................... 58 New 2,000 *
Chairman and Chief Executive Officer, Nominee
Procyon Technologies, Inc. (holding company
focused on the acquisition and growth of suppliers
to the global aerospace and defense industry).
Gustav H.P. Boel (2)...................................... 56 2000 2,731(5) *
Former Senior Vice President of APW Ltd. and former
Senior Vice President of Applied Power Inc.
Bruce S. Chelberg (3)..................................... 67 2000 11,400 *
Retired Chairman and Chief Executive Officer of
Whitman Corporation (a conglomerate whose principal
operating company is an independent Pepsi-Cola bottler).
William P. Sovey (1)(2)................................... 68 2000 2,175(6) *
Chairman and former Chief Executive Officer of Newell
Rubbermaid, Inc. (a multi-national manufacturer and
marketer of branded consumer products).
Kathleen J. Hempel (1)(3)................................. 50 2001 2,000 *
Former Vice Chairman and Chief Financial Officer of Fort
Howard Corp.
Robert C. Arzbaecher...................................... 41 2000 303,928(7) 3.7%
President and Chief Executive Officer of
Actuant Corporation.
- --------
*Less than 1%.
(1) Member of the Audit Committee of the Board of Directors.
(2) Member of the Nominating Committee of the Board of Directors.
(3) Member of the Compensation Committee of the Board of Directors.
5
(4) Includes 600 shares held by a family trust and 36,400 shares issuable
pursuant to options exercisable currently or within 60 days of October 1,
2001 and 12,608 phantom stock units held in the Company's Outside
Directors' Deferred Compensation Plan.
(5) Includes 1,075 phantom stock units held in the Company's Outside Directors'
Deferred Compensation Plan.
(6) Includes 1,675 phantom stock units held in the Company's Outside Directors'
Deferred Compensation Plan.
(7) Includes 600 shares held by spouse, 550 shares held by his children through
a custodian, 1,330 shares held in the Savings Plan and 800 shares held in
an individual IRA account. Also includes 214,240 shares issuable pursuant
to options exercisable currently or within 60 days of October 1, 2001.
All of the directors have held the positions with the Company or other
organizations shown in the above table during the past five or more years,
except for the following: (a) William P. Sovey is currently Chairman (since
November 1998) and former Chief Executive Officer of Newell Rubbermaid, Inc.
and he was previously Vice Chairman and Chief Executive Officer of Newell
Rubbermaid, Inc. from May 1992 until December 1997; (b) Gustav H.P. Boel
resigned in February 2001 as Senior Vice President of APW Ltd.; (c) William K.
Hall is currently chairman and CEO of Procyon Technologies, Inc. and he was
previously Chairman and Chief Executive Officer of Falcon Building Products,
Inc. from 1994 to 2000; (d) Robert C. Arzbaecher is currently President and
Chief Executive Officer of the Company and previously served as Vice President
and Chief Financial Officer of Applied Power Inc. starting in 1994 and Senior
Vice President since 1998; and (e) Kathleen J. Hempel is currently an
independent director of six corporations and was previously the Vice Chairman
and Chief Financial Officer of Fort Howard Corp. from 1992 to 1997.
H. Richard Crowther is currently a director of Illinois Tool Works Inc.
William P. Sovey is a director of Newell Rubbermaid, Inc., Teco Energy, Inc.
and Acme Metal. Bruce S. Chelberg is a director at First Midwest Bancorp., Inc,
Northfield Laboratories, Inc. and Snap-On Tools. Kathleen J. Hempel is a
director of Whirlpool Corp., Oshkosh Truck Corp., A.O. Smith Corp., Kennametal
Corp. and Visteon Corp. William K. Hall is a director of GenCorp Inc., A.M.
Castle & Co. and Great Plains Energy Inc.
BOARD MEETINGS, COMMITTEES AND DIRECTOR COMPENSATION
There were seven meetings of the Board of Directors (including three
meetings by unanimous consent), three meetings of the Audit Committee
(including one meeting by unanimous consent), four meetings of the Compensation
Committee and two meetings of the Nominating Committee during the year ended
August 31, 2001. During the period in the last fiscal year in which they
served, all members of the Board of Directors attended at least 75% of the
aggregate number of meetings of the Board of Directors and all the committees
on which they served.
Committees
The Compensation Committee of the Board of Directors determines the
compensation of the Company's executive officers, awards bonuses to such key
management personnel as the Committee selects and administers and awards
options under the Company's stock incentive plans.
The Nominating Committee of the Board of Directors seeks qualified persons
for the position of director to recommend to the entire Board of Directors. In
carrying out its responsibilities, the Nominating Committee will consider
candidates suggested by other directors, employees and shareholders.
Suggestions of candidates to be considered by the Nominating Committee,
accompanied by biographical material, may be sent to the Secretary of the
Company at its corporate office.
6
The Audit Committee of the Board of Directors: (i) reviews the scope and
timing of the audit of the Company's financial statements by the Company's
independent accountants; (ii) reviews with the independent accountants, and
with the Company's management, policies and procedures with respect to internal
auditing and financial and accounting controls; and (iii) reviews with the
independent accountants their reports on the Company's financial statements and
recommendations they make for improvements in the Company's internal controls
and the implementation of such recommendations.
Director Compensation
For fiscal year 2001, directors who were not employees of the Company were
paid an annual retainer of $19,000 for serving on the Board of Directors and an
attendance fee of $1,000 for each Board of Directors meeting or committee
meeting attended. In addition, each director who is not an employee of the
Company will be automatically granted an option to purchase 3,000 shares of
Company common stock pursuant to the terms of the 2001 Outside Directors' Stock
Option Plan, at an exercise price equal to the fair market value of the common
stock on the date of grant. For fiscal year 2001, directors were automatically
granted an option to purchase 3,000 shares of Company common stock at an
exercise price of $18.59 per share. Grants are made under the plan following
the Annual Meeting of Shareholders. Directors who are employees of the Company
do not receive separate remuneration in connection with their service on the
board or board committees.
The Board of Directors previously adopted the Outside Directors' Deferred
Compensation Plan (the "Deferred Compensation Plan"). Under the Deferred
Compensation Plan, each non-employee director may elect to defer all or a
specified portion of his annual retainer and attendance fees for future payment
on a date specified by the participant or upon termination of the participant's
service as a director. Distributions from the Deferred Compensation Plan are
made in Company common stock. During fiscal year 2001, five directors
participated in the Deferred Compensation Plan.
Report of the Audit Committee
The Audit Committee of the Board of Directors oversees and monitors the
participation of the Company's management and independent accountants
throughout the financial reporting process. No member of the Committee is
employed by or has any other material relationship with the Company.
In connection with its function to oversee and monitor the financial
reporting process of the Company, the Committee has done, among other things,
the following:
. reviewed and discussed the audited financial statements for the fiscal
year ended August 31, 2001 with the Company's management and
PricewaterhouseCoopers LLP;
. discussed with PricewaterhouseCoopers LLP, the Company's independent
accountants, those matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU 380); and
. received the written disclosures and the letter from
PricewaterhouseCoopers LLP required by Independence Standards Board
Standard No.1 and has discussed with PricewaterhouseCoopers LLP its
independence.
Based upon the foregoing, the Committee recommended to the Board of
Directors that the audited financial statements be included in the Company's
annual report on Form 10-K for the fiscal year ended August 31, 2001.
7
The Audit Committee has adopted a written charter to govern its operations,
which was attached as an exhibit to last year's proxy statement. The Audit
Committee is comprised of independent directors as defined and required by
Sections 303.01(B) and 303.02(D) of the New York Stock Exchange listing
standards.
H. Richard Crowther (Chairman)
Kathleen J. Hempel
William P. Sovey
EXECUTIVE COMPENSATION
Report of the Compensation Committee of the Board of Directors on Executive
Compensation
Development of Compensation Approach and Objectives. The Compensation
Committee of the Board of Directors is responsible for establishing all of the
policies under which compensation is paid or awarded to the Company's executive
officers, and also determines the amount of such compensation. No member of the
Committee is employed by the Company. The Committee's objective has been to
develop a total compensation program that is competitive in the marketplace and
provides incentive to increase shareholder value. Each year the Committee has
reviewed its executive compensation policies relative to market
competitiveness, and then determined what changes in the compensation program,
if any, are appropriate for the following year. This review is conducted at the
beginning of each fiscal year. Compensation of the Company's executive officers
currently consists of three key components--salary, bonus and stock options.
As in past years, for fiscal 2001 the Committee retained an independent
outside consultant who provided data regarding the compensation practices of
U.S. manufacturing companies. Competitive pay standards were derived from the
results of compensation surveys, including comparisons with many manufacturing
companies. This data, along with the President and Chief Executive Officer's
recommendations for particular executive officer compensation and information
regarding an executive's experience, expertise and demonstrated performance,
were reviewed by the Committee in connection with setting fiscal 2001 salaries.
Our management team was new as a result of the spin-off of APW Ltd. and the
departure of several key executive officers to APW Ltd. In determining salaries
for fiscal 2001, the total value of each executive's pay package was less than
the competitive median for like positions in companies of similar size and type
as a result of the recent assumption of positions. Salary levels, bonus
opportunities and stock option grants also were all less than competitive
medians.
Stock Incentive Component. To emphasize the Committee's belief that stock
ownership by the Company's executive officers directly focuses those executives
on increasing shareholder value, officer stock ownership guidelines have been
adopted. In general, it is the Company's policy that executive officers should
hold stock or options equal to a minimum of three times their base salary
(recognizing that newer officers may need two or more years to build their
ownership up to that level), with at least one years' base salary in Actuant
share ownership versus vested stock options. To assist executives in acquiring
Company stock, the guidelines include a guarantee program, whereby the Company
guarantees loans between the executive officers and a financial institution. To
date, guarantees by the Company have been made to all 13 executive officers,
totaling approximately $4.7 million in the aggregate, all of which was used to
purchase approximately 216,650 shares of Company common stock.
In August 2001, the Company adopted the Actuant Corporation Executive Stock
Purchase Plan. The purpose of this plan was to facilitate the purchase of
Company common stock by executive officers in order to
8
more closely align the executive's financial rewards with the financial rewards
realized by Company shareholders and to increase the ownership of common stock
among executives. The Compensation Committee designates the amount that can be
borrowed by the executive officers from a financial institution and selects
employees eligible to participate in the program. In connection with this plan,
the Company will guarantee an individual's loan and agrees that the Company
will be responsible for interest expense incurred by the executive in excess of
four percent (4%) per year. The Company also agrees to be responsible for 50%
of any loss incurred on shares purchased under this program so long as the
participant remains employed by the Company until July 31, 2004. If the
participant terminates employment before July 31, 2004 or sells the shares
purchased under this program prior to July 31, 2004, the officer shall be
responsible for the full amount of any loss on the sale. As of the record date,
the fair market value of the stock purchased under the program exceeded the
underlying loan amounts.
Stock options are granted annually to executive officers. Options may also
be granted to other key employees whose present and future contributions are
especially important to the Company. All option grants are priced at 100% of
market value as of the date of grant. Unless earlier terminated, options expire
ten years from the date of grant and generally become exercisable as to half of
the shares granted two years after the date of grant and fully exercisable five
years after the date of grant. Since stock option grants were made in August
2000 immediately prior to the commencement of the Company's 2001 fiscal year,
no stock options were granted to the executive officers during fiscal 2001,
except to two executive officers who were hired during the year. The Committee
intends to grant options to the executive officers during fiscal 2002.
Key Measurement Criteria for Bonuses. Bonus payments are made to each
executive officer based upon the degree of achievement of the year's financial
objectives. An executive may receive more, or less, than the target bonus based
on actual business results.
Company executives not in charge of business units receive bonus payments
based upon the performance of the Company as a whole. For fiscal 2001, bonuses
were based on a combination of year over year improvement in the Company's
Combined Management Measure ("CMM") and the attainment of debt reduction goals
(the "Debt Reduction Bonus"). CMM is operating profit before amortization less
a 20% charge based upon the net assets employed. The Company achieved
approximately $49,620,000 of debt reduction in fiscal 2001 compared to the
$35,000,000 debt reduction objective. The Debt Reduction Bonus was intended to
focus the management on this key objective for fiscal 2001. For the fiscal year
ended August 31, 2001, aggregate bonuses for the Company's executive officers
not in charge of a business unit equaled 41.8% the executives' targeted
bonuses, consisting solely of the Debt Reduction Bonus.
Each executive responsible for a business unit (or a portion of a business
unit) is eligible for a bonus based on attainment of the consolidated debt
reduction goal, and on the performance of that unit, with the measuring index
utilized being the CMM for the unit. Eighty percent of such an executive's
bonus was based on the applicable unit's CMM, with the other twenty percent
based on the Company's CMM. For business unit executives, bonuses for the
fiscal year ended August 31, 2001 ranged from 41.8% to 76.8% of their target
bonuses, including 41.8% of Debt Reduction Bonus.
Chief Executive Officer Compensation. In fiscal 2001, the Committee
continued the same pay level for Mr. Arzbaecher, the Company's Chief Executive
Officer, that was set for him in August 2000 after the spin-off of APW Ltd. Mr.
Arzbaecher's compensation was determined in August 2000 by the Committee after
reviewing the consultants' data for comparable positions and was set at a level
lower than comparable executives at other companies because Mr. Arzbaecher had
just become a Chief Executive Officer. Mr. Arzbaecher's salary is
9
$360,000 and his bonus target was $220,000 for fiscal 2001. Since Mr.
Arzbaecher had received stock options for 84,000 shares of Company stock in
August 2000 (adjusted for the 1-for-5 reverse stock split), he did not receive
any stock option grants during fiscal 2001.
Tax Deductibility of Executive Compensation. Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code") limits the Company's federal
income tax deduction to $1,000,000 per year for compensation paid to its chief
executive officer or any of the other executive officers named in the summary
compensation table of this Proxy Statement. Performance-based compensation is
not, however, subject to the deduction limit, provided certain requirements of
Section 162(m) are satisfied. The Company believes that its stock plans comply
with the final Section 162(m) regulations adopted by the Internal Revenue
Service. In order to preserve the deductibility of performance-based
compensation, the Company will generally seek to comply with Section 162(m) of
the Code to the extent such compliance is practicable and in the best interests
of the Company and its shareholders.
Bruce S. Chelberg (Chairman)
H. Richard Crowther
Kathleen J. Hempel
Summary Compensation Table
The following table sets forth compensation awarded to, earned by or paid to
the Company's Chief Executive Officer and each of the Company's other four most
highly compensated executive officers who were serving as executive officers at
the end of fiscal 2001, whose salary plus bonus exceeded $100,000, for services
rendered to the Company and its subsidiaries ("named executive officers"). Also
included in the table is actual compensation information for those individuals
for fiscal years 2000 and 1999. Prior to July 31, 2000, the Company was known
as "Applied Power Inc." and included the Electronics operations which were
spun-off on that date.
Long-Term Compensation
Annual Compensation Awards
-------------------------------------------- ------------------------
Securities
Underlying All Other
Other Annual Options/ Compensation
Name and Principal Position Year Salary Bonus Compensation(1) SARs (#)(2) ($)(3)(4)
--------------------------- ---- -------- -------- --------------- ----------- ------------
Robert C. Arzbaecher
President and Chief Executive Officer 2001 $360,000 $ 91,916 $ -0- -0- $47,149
President and Chief Executive Officer (5) 2000 279,994 242,940 12,181 84,000 16,944
Senior Vice President and Chief Financial Officer 1999 263,073(6) 30,000(6) 7,498 78,000 11,761
Todd B. Hicks
Vice President, Enerpac 2001 160,000 27,877 -0- -0- 23,009
Vice President, Enerpac 2000 144,192 63,592 -0- 15,000 10,285
Subsidiary Officer 1999 122,269 25,501 -0- 2,080 11,433
Ralph L. Keller
Vice President, Operations 2001 180,000 26,321 -0- -0- 36,403
Vice President, Operations (7) 2000 139,327 52,057 -0- 4,040 12,836
Andrew G. Lampereur
Vice President and Chief Financial Officer (8) 2001 185,000 27,053 -0- -0- 33,258
Vice President and Chief Financial Officer 2000 148,077 84,715(9) 7,664 26,400 19,708
Business Development and Special Products Leader 1999 146,346 55,031(9) 2,912 10,400 13,711
10
Long-Term Compensation
Annual Compensation ($) Awards
----------------------------------- ------------------------
Securities
Underlying All Other
Other Annual Options/ Compensation
Name and Principal Position Year Salary Bonus Compensation(1) SARs (#)(2) ($)(3)(4)
--------------------------- ---- ------- ------ --------------- ----------- ------------
Gerald M. Peiffer
Vice President, Engineered Solutions--Americas 2001 160,000 23,397 -0- -0- 25,532
Vice President, Engineered Solutions--Americas (10) 2000 149,848 96,362 -0- 15,000 23,523
Subsidiary Officer 1999 130,000 69,387 -0- 13,000 17,773
- --------
(1) Consists entirely of interest paid pursuant to the Employee Deferred
Compensation Plan that was discontinued in 2000.
(2) Consists entirely of stock options, adjusted in an amount as required
under the stock option plan for the spin-off of APW Ltd. and the 1-for-5
reverse stock split in January 2001.
(3) The 2001 amounts represent the following: (a) the Company's Savings Plan
matching contributions as follows: Mr. Arzbaecher--$2,775, Mr.
Hicks--$2,625, Mr. Keller--$2,626, Mr. Lampereur--$2,775 and Mr.
Peiffer--$2,151; (b) the Company's Savings Plan core contributions as
follows: Mr. Arzbaecher--$5,100, Mr. Hicks--$5,100, Mr. Keller--$5,100,
Mr. Lampereur--$5,100 and Mr. Peiffer--$5,100; (c) premiums paid by the
Company for split-dollar life insurance for Mr. Arzbaecher--$4,336; (d)
auto payments as follows: Mr. Arzbaecher--$4,887, Mr. Hicks--$4,965, Mr.
Keller--$1,418, Mr. Lampereur-$7,968 and Mr. Peiffer--$3,509; (e) imputed
income from life insurance as follows: Mr. Arzbaecher--$326, Mr.
Hicks--$62, Mr. Keller--$143, Mr. Lampereur--$54 and Mr. Peiffer--$143;
and (f) interest paid by the Company on loans in connection with the
Employee Stock Purchase Plan as follows: Mr. Arzbaecher--$29,725, Mr.
Hicks--$10,257, Mr. Keller--$27,116, Mr. Lampereur--$17,361 and Mr.
Peiffer--$14,629.
(4) The 2000 amounts represent the following: (a) the Company's Savings Plan
matching contributions as follows: Mr. Arzbaecher--$2,625, Mr.
Hicks--$2,625, Mr. Keller--$2,697, Mr. Lampereur--$2,625 and Mr.
Peiffer--$2,625; (b) the Company's Savings Plan core contributions as
follows: Mr. Arzbaecher--$4,800, Mr. Hicks--$4,800, Mr. Keller--$5,141,
Mr. Lampereur--$4,800 and Mr. Peiffer--$4,800; (c) premiums paid by the
Company for split-dollar life insurance as follows: Mr.
Arzbaecher--$4,337; (d) auto payments as follows: Mr. Arzbaecher--$4,896,
Mr. Hicks--$2,800, Mr. Keller--$2,250, Mr. Lampereur--$12,229 and Mr.
Peiffer--$15,960; and (f) imputed income as follows: Mr. Arzbaecher--$286,
Mr. Hicks--$60, Mr. Keller--$90, Mr. Lampereur--$54 and Mr. Peiffer--$138.
(5) Effective August 9, 2000, Mr. Arzbaecher was promoted to President and
Chief Executive Officer. Mr. Arzbaecher was Senior Vice President of
Applied Power Inc. from 1998 to August 8, 2000. Prior to that, Mr.
Arzbaecher served as Vice President and Chief Financial Officer of Applied
Power Inc. since 1994. Effective November 3, 1998, Mr. Arzbaecher was
promoted to Senior Vice President and Chief Financial Officer.
(6) Fiscal 1999 amount includes $26,307 of salary and $7,500 of bonus, payment
of which had been deferred pursuant to the Employee Deferred Compensation
Plan and paid in fiscal 2000.
(7) Mr. Keller joined the Company during fiscal year 2000 in his current
capacity.
(8) Effective August 9, 2000, Mr. Lampereur was promoted to the office of Vice
President and Chief Financial Officer. Prior to that date, he served as
the business development and special projects leader for Applied Power
Inc. In 1998, he served as Vice President, General Manager of Gardner
Bender.
11
(9) Fiscal 2000 amount includes $62,625 in bonus amounts originally deferred
pursuant to the Employee Deferred Compensation Plan which was paid in
fiscal 2000. Amounts for fiscal 1999 include $55,031 of bonus payments
which have been deferred pursuant to the Employee Deferred Compensation
Plan and which was paid in fiscal 2000.
(10) Effective August 9, 2000, Mr. Peiffer was promoted to the office of Vice
President, Engineered Solutions--Americas. Mr. Peiffer joined Applied
Power Inc.'s Industrial business in 1997 when Applied Power Inc. acquired
Versa Technologies, Inc.
Option/SAR Grants in Last Fiscal Year
No stock options or SARs were granted to the executive officers named in the
Summary Compensation Table during the last fiscal year.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
The following table sets forth information for each of the named executive
officers concerning options exercised during fiscal 2001 and the number and
value of stock options outstanding at the end of the fiscal year. No SARs are
outstanding.
Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Options/SARs at Money Options/SARs at
Fiscal Year-End(#) Fiscal Year-End($)(2)
Shares Value ---------------------------- ----------------------------
Name Acquired Realized Exercisable Unexercisable(1) Exercisable Unexercisable
---- -------- -------- ----------- ---------------- ----------- -------------
Robert C. Arzbaecher -0- -0- 190,580 163,820 $2,699,908 $1,127,059
Todd B. Hicks....... -0- -0- 8,710 23,710 99,790 139,091
Ralph L. Keller..... -0- -0- -0- 20,200 -0- 90,780
Andrew G. Lampereur. -0- -0- 44,070 40,830 651,816 315,145
Gerald M. Peiffer... -0- -0- 9,100 24,100 92,105 131,405
- --------
(1) Represents unvested options at the end of fiscal 2001.
(2) Based upon the closing price of $21.21 of the common stock on the New York
Stock Exchange, Composite Tape on August 31, 2001, as reported in the Wall
Street Journal.
Employment Agreement and Change In Control Arrangements
Certain of the Company's stock option plans contain provisions that would be
triggered by a change in control of the Company. The 1996 and 2000 Stock Option
Plans permit the Compensation Committee to either provide for equivalent
substitute options to be granted to the optionees upon a change in control or
the cash-out of options previously granted under such plan based on the highest
fair market value per share of Company common stock during the 60-day period
immediately preceding the change in control. The 1990 Stock Option Plan
provides for acceleration of vesting in the event of a change in control.
Finally, the stock option deferral programs which are part of each stock option
plan maintained by the Company require distribution of all deferred shares as
soon as administratively practicable after the date of a change in control.
In September 1999, the Company entered into change in control agreements
with Messrs. Kobylinski, Hicks, Keller, Peiffer, O'Connor and Kerk, present
officers of the Company, whereby upon a triggering event
12
within 18 months of a change in control the Company shall continue to provide
welfare benefits customarily received by the executive for a 12 month period
after termination at no cost and shall pay a lump sum equal to 12 months of
compensation based upon compensation then in existence and the bonus that would
have been earned if the officer met 100% of the performance targets. The
spin-off of APW Ltd. was not a triggering event under the change in control
agreements. A triggering event means:
. (a) reducing the total base compensation amount paid by the Company to the
executive or (b) modifying the bonus plan applicable to the executive
which results in the executive earning less than the then existing bonus
plan or (c) reducing the total aggregate value of the fringe benefits
received by the executive from the Company from the levels received by the
executive at the time of a change in control or during the 120-day period
immediately preceding the change in control; or
. a material change in the executive's position or duties, executive's
reporting responsibilities, or persons reporting to the executive from the
levels existing at the time of a change in control or during the 180-day
period immediately preceding the change in control; or
. a change in the location or headquarters where the executive is expected
to provide services of 40 or more miles from the previous location
existing at the time of the change in control or during the 180-day period
immediately preceding the change in control.
A change in control is defined to be:
. a sale of over 50% of the stock of the Company measured in terms of voting
power, other than in a public offering or certain acquisitions by the
Company; or
. the sale by the Company (but not the spin-off to shareholders of the
shares of APW Ltd.) of over 50% of its business or assets in one or more
transactions over a consecutive 12-month period; or
. a merger or consolidation of the Company with any other corporation if the
shareholders of the Company prior to the transaction do not own at least
50% of the surviving entity; or
. the acquisition by any means of more than 25% of the voting power or
common stock of the Company by any person or group of persons (with group
defined by the definitions under Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended); or
. the election of directors constituting a majority of the Company's Board
of Directors pursuant to a proxy solicitation not recommended by the
Company's Board of Directors.
Certain Relationships and Related Transactions
Spin-Off
Effective July 31, 2000, the Company completed the spin-off of APW Ltd. The
Company and APW Ltd. are parties to various agreements providing for the
separation of their respective business operations. These agreements govern
various interim and ongoing relationships between the companies and include the
following:
. Contribution Agreement, Plan and Agreement of Reorganization and
Distribution
. General Assignment, Assumption and Agreement regarding Litigation, Claims,
and other Liabilities
. Transitional Trademark Use and License Agreement
13
. Insurance Matters Agreement
. Bill of Sale and Assumption of Liabilities
. Employee Benefits and Compensation Agreement
. Tax Sharing and Indemnification Agreement
. Interim Administrative Services Agreement
. Confidentiality and Non Disclosure Agreement
Guarantees
In connection with the Company officer stock ownership guidelines, the
Company guarantees loans and provides favorable interest financing to the
Company's executive officers for the acquisition of Company common stock. To
date, guarantees by the Company have been made to all 13 executive officers,
totaling approximately $4.7 million in the aggregate. Additionally, during the
year ended August 31, 2001, the Company subsidized a total of $165,656 of
interest on loans entered into by executive officers, including interest paid
on loans amounting to $29,725, $10,257, $27,116, $17,361 and $14,629 for
Messrs. Arzbaecher, Hicks, Keller, Lampereur and Peiffer, respectively. The
total amounts of the corresponding loans were $1,237,872, $305,839, $718,748,
$572,550 and $423,346 for Messrs. Arzbaecher, Hicks, Keller, Lampereur and
Peiffer, respectively, as of October 31, 2001.
14
Performance Graph
The following graph shows the cumulative total shareholder return on the
common stock during the preceding five fiscal years as compared to the returns
on the Standard & Poor's 500 Stock Index and the Standard & Poor's Diversified
Manufacturing Index. The graph assumes that $100 was invested on August 31,
1996 in the common stock and each index and that all dividends were reinvested.
On July 31, 2000 the Company spun off its Electronics Business as a company
named APW Ltd. and this resulted in the Company's stock price decreasing from
approximately $39.8125 (combined price as of spin off) to $3.062 (both numbers
pre-reverse stock split) after the spin off. For purposes of this performance
graph, the distribution of the APW Ltd. shares in the spin off was treated as a
special dividend paid to shareholders of the Company which dividend, in turn,
was reinvested into the Company.
1996 1997 1998 1999 2000 2001
- --------------------------------------------------------------------
ACTUANT CORPORATION $100.00 $212.25 $166.18 $205.52 $431.54 $370.71
- --------------------------------------------------------------------
S&P 500 INDEX 100.00 140.65 152.03 212.58 247.27 186.97
- --------------------------------------------------------------------
S&P DIV. MFG. INDEX 100.00 141.87 125.26 200.19 211.13 217.13
[CHART]
15
OTHER INFORMATION
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, the
Company's directors, executive officers and persons who beneficially own 10% or
more of the common stock are required to report their initial ownership of
common stock and subsequent changes in that ownership to the Securities and
Exchange Commission and the New York Stock Exchange. Specific due dates for
those reports have been established and the Company is required to disclose in
this Proxy Statement any failure to file by those due dates during fiscal 2001.
Based upon a review of such reports furnished to the Company, or written
representations that no reports were required, the Company believes that all of
those filing requirements were satisfied with respect to fiscal 2001, except
for a late reporting of an August 2001 stock purchase by Mr. Sovey of 500
shares of common stock.
Independent Public Accountants
The Company has retained PricewaterhouseCoopers LLP as its accountants.
The Company expects that representatives of PricewaterhouseCoopers LLP will
be present at the Annual Meeting and available to respond to appropriate
questions and make a statement if desired.
Fees Billed to the Company by PricewaterhouseCoopers LLP During Fiscal Year
2001
Audit Fees--the aggregate fees billed to the Company by
PricewaterhouseCoopers LLP in connection with (i) the audit of the Company's
August 31, 2001 financial statements were $350,900; and (ii) the review of the
financial statements included in the Company's Form 10-Q quarterly reports for
the fiscal year ended August 31, 2001 were $21,000.
Financial Information Systems Design and Implementation Fees--No fees were
billed by PricewaterhouseCoopers LLP for financial information systems design
and implementation services rendered during the fiscal year ended August 31,
2001.
All Other Fees--The aggregate fees billed by PricewaterhouseCoopers LLP for
non-audit services, other than information technology services during the
fiscal year ended August 31, 2001 were $253,200, primarily consisting of tax
advisory, acquisition, divesture, and other miscellaneous fees.
The Audit Committee has considered the compatibility of the non-audit
services provided by PricewaterhouseCoopers LLP to PricewaterhouseCoopers LLP's
continued independence and has concluded that the independence of
PricewaterhouseCoopers LLP is not compromised by the performance of such
services.
Shareholder Proposals
Shareholder proposals must be received by the Company no later than August
5, 2002 in order to be considered for inclusion in the Company's annual meeting
proxy statement next year. Shareholders who wish to submit a proposal not
intended to be included in the Company's annual meeting proxy statement but to
be presented at next year's annual meeting, or who propose to nominate a
candidate for election as a director at that meeting, are required by the
Company's bylaws to provide notice of such proposal or nomination to the
principal executive offices of the Company. This notice must be delivered to
the Company by September 12, 2002, but no
16
earlier than August 13, 2002, to be considered for a vote at next year's annual
meeting. The notice must contain the information required by the Company's
bylaws.
Additional Matters
Other than the proposals and matters described herein, management is not
aware of any other matters which will be presented for action at the Annual
Meeting. If other matters do come before the Annual Meeting, including any
matter as to which the Company did not receive notice by October 18, 2001 and
any shareholder proposal omitted from this Proxy Statement pursuant to
applicable rules of the Securities and Exchange Commission, it is intended that
proxies will be voted in accordance with the judgment of the person or persons
exercising the authority conferred thereby.
In the event that a shareholder who requested that the agenda for the Annual
Meeting and this Proxy Statement include proposals requesting the Board of
Directors to explain or defend 1) The position of the Company acting on five
Company proposals voted on at the 2001 Annual Meeting and not acting on the one
shareholder proposal concerning a shareholder vote on a poison pill rights plan
(which the Company does not have such plan), 2) That nine months after the 2001
shareholder vote to approve a shareholder vote on a poison pill rights plan,
which the Company does not have, there is no evidence of a Company directed
independent study and analysis of the benefits of implementing the shareholder
vote, 3) Why shareholders are not allowed to vote on auditors, 4) Why
shareholders are not allowed to vote confidentially, 5) Why the Chairman, Mr.
Sim was the recipient of the most no-votes of any director at the January 2001
Annual Meeting, 6) Why the management stock option plan (Proposal 2 in the 2001
definitive proxy statement approved by shareholders) was the recipient of
19-times more no-votes than Mr. Sim, 7) The stock dilution caused by the Year
2000 stock options approved by the shareholders, 8) The stock dilution caused
by the 2001 management stock option plan versus that of the Company's S&P peer
group, 9) Why underwater options may be replaced or re-priced in the 2001 stock
option plan and the steps the Board has taken to prohibit replacing or
re-pricing the options, 10) That the plan administrators of the 2001 stock
option plan have broad authority to accelerate vesting, at the Annual Meeting,
it is intended that proxies will be voted with discretionary authority against
such proposals. The Company's bylaws limit the number of proposals a
shareholder can present at an annual meeting.
By Order of the Board of Directors,
Anthony W. Asmuth III
Secretary
Milwaukee, Wisconsin
December 3, 2001
It is important that proxies be returned promptly. Therefore, whether or not
you expect to attend the Annual Meeting in person, shareholders are requested
to complete, date, sign and return their proxies as soon as possible.
A copy (without exhibits) of the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 2001, as filed with the Securities and
Exchange Commission, has been provided with this Proxy Statement. Additional
copies of the Form 10-K are available, free of charge, upon request directed to
Andrew Lampereur, Vice President and Chief Financial Officer, Actuant
Corporation, P.O. Box 325, Milwaukee, Wisconsin 53201.
17
ACTUANT CORPORATION
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 4, 2002
P R O X Y
CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
(Continued from Reverse Side)
ACTUANT CORPORATION 2002 ANNUAL MEETING
1. Election of Directors 1 - ROBERT C. ARZBAECHER 5 - WILLIAM K. HALL [ ] FOR all [ ] WITHHOLD
2 - GUSTAV H.P. BOEL 6 - KATHLEEN J. HEMPEL nominees AUTHORITY
3 - BRUCE S. CHELBERG 7 - WILLIAM P. SOVEY listed to the to vote for all
4 - H. RICHARD CROWTHER left (except as nominees listed
specified below). to the left.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the number(s) of the nominee(s) in the box provided to the right). [__________________________________ ]
2. In their discretion, upon such other business as may properly come before the Meeting or any adjournment thereof;
all as set out in the Notice and Proxy Statement relating to the Meeting, receipt of which is hereby acknowledged.
Date ______________________ NO. OF SHARES ____________________________
Indicate changes below:
Address Change? [ ] Name Change? [ ] [ ]
Check appropriate box
SIGNATURE(S) IN BOX
PLEASE SIGN PERSONALLY AS NAME APPEARS AT LEFT. When signing as attorney,
executor, administrator, personal representative, trustee or guardian, give full
title as such. If signer is a corporation, sign full corporate name by duly
authorized officer. If stock is held in the name of two or more persons, all
should sign.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
ACTUANT CORPORATION
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 4, 2002
P R O X Y
CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ROBERT C. ARZBAECHER and ANDREW G. LAMPEREUR, and each of them, are hereby
authorized as Proxies, with full power of substitution, to represent and vote
the Class A Common Stock of the undersigned at the Annual Meeting of
Shareholders of Actuant Corporation, a Wisconsin corporation, to be held on
Friday, January 4, 2002, or any adjournment thereof, with like effect as if the
undersigned were personally present and voting, upon the matters indicated on
the reverse side of this card.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER SPECIFIED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL NAMES LISTED IN PROPOSAL 1.
IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
(Continued on Reverse Side)