0000928464-16-000131.txt : 20160104 0000928464-16-000131.hdr.sgml : 20160101 20160104092904 ACCESSION NUMBER: 0000928464-16-000131 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160104 DATE AS OF CHANGE: 20160104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MANITOWOC CO INC CENTRAL INDEX KEY: 0000061986 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 390448110 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17008 FILM NUMBER: 161316603 BUSINESS ADDRESS: STREET 1: 2400 SOUTH 44TH STREET CITY: MANITOWOC STATE: WI ZIP: 54221-0066 BUSINESS PHONE: 9206522222 MAIL ADDRESS: STREET 1: 2400 SOUTH 44TH STREET CITY: MANITOWOC STATE: WI ZIP: 54221-0066 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 mtwsch13damd3010416.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

The Manitowoc Company, Inc.
(Name of Issuer)

Common Stock, $.01 Par Value
(Title of Class of Securities)

563571108
(CUSIP Number)

Andrew Langham, Esq.
General Counsel
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 31, 2015
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.  Security and Issuer

This statement constitutes Amendment No. 3 to the Schedule 13D relating to the shares of common stock, $.01 par value ("Shares"), issued by The Manitowoc Company, Inc. (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on December 29, 2014, as amended by Amendment No. 1 to the Schedule 13D, filed with the Securities and Exchange Commission on January 16, 2015, and Amendment No. 2 to the Schedule 13D, filed with the Securities and Exchange Commission on February 9, 2015, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.


Item 4.  Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following:

On December 31, 2015, the Reporting Persons and the Issuer entered into an Amendment to the Settlement Agreement dated February 6, 2015, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference.


Item 7.  Material to be Filed as Exhibits

Exhibit 1 Amendment to Settlement Agreement, among the Reporting Persons and the Issuer, dated December 31, 2015.






SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 4, 2016

ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp.

By:            /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory


ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.

By:            /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer



/s/ Carl C. Icahn                                        
CARL C. ICAHN








[Signature Page of Schedule 13D, Amendment No. 3 – The Manitowoc Company, Inc.]
 EX-1 2 mtwsch13damd3010416ex1.htm
EXHIBIT 1
 
 
AMENDMENT TO SETTLEMENT AGREEMENT

This Amendment (this "Amendment") dated as of December 31, 2015 is by and among the persons and entities listed on Exhibit A hereto (collectively, the "Shareholders", and individually each a "Shareholder") and The Manitowoc Company, Inc. (the "Company").
RECITALS
A.            The Company and the Shareholders have entered into a Settlement Agreement dated February 6, 2015 (the "Settlement Agreement")

B.            The Company and the Shareholders desire to amend the Settlement Agreement as set forth below

AGREEMENT

The Company and the Shareholders hereby agree as follows:

1.            The definition of Fundamental Covenants appearing in Section 3.1 of the Settlement Agreement is hereby amended to add the words "and (iv) the covenant set forth in clauses (A) and (B) of the proviso in Section 3.1(b) to set the 2016 Deadline after notice of the Company relating to the initial members of the Board of Directors of the Company has been provided to the Shareholders."

2.            The first paragraph of Section 3.1(b) of the Settlement Agreement (i.e., from the words "Each of..." until, but excluding, clause (i)) is hereby amended by replacing it in its entirety with the following:

Each of the Shareholders agrees that, (I) if the Icahn Company Designee resigns, or provides written notice to the Company of his or her intent to resign, as a director of the Company prior to the last day of the advance notice deadline set forth in the Company's by-laws with respect to the 2016 Meeting (as such deadline may be modified in accordance with clause (A) below, the "2016 Deadline"), then until the day that is five (5) days  after the date that no Icahn Designee (including for the avoidance of doubt any Replacement) serves on the Board (it being understood that if the Icahn Company Designee gives the Company at least five (5) days advance written notice of his or her intent to resign as a director prior to resigning, then the foregoing shall refer to the date that no Icahn Designee (including for the avoidance of doubt any Replacement) serves on the Board rather than five (5) days after such date (provided that (A) the Company agrees that the 2016 Deadline  shall occur no less than eight (8) days following written notice from the Company to the Shareholders or public announcement in a press release or current report on Form 8-K of the determination by the Company's Board of Directors (or the Corporate Governance Committee of the Board of Directors) of all the initial members of the Board of Directors of the Company who will serve immediately following the Separation Effective Time, and (B) the Company represents and agrees that, if it is necessary to extend the 2016 Deadline in order to comply with the foregoing clause (A), the Company is permitted under applicable law to extend such 2016 Deadline and shall extend such 2016 Deadline for all shareholders)) and (II) if the Icahn Company Designee does not resign, or provide written notice to the Company of his or her intent to resign, as a director of the Company prior to the 2016 Deadline, then until the day that is twenty-five (25) days after the date that no Icahn Designee (including for the avoidance of doubt any Replacement) serves on the Board (it being understood that if the Icahn Company Designee gives the Company at least twenty-five (25) days advance written notice of his or her intent to resign as a director prior to resigning, then the foregoing shall refer to the date that no Icahn Designee (including for the avoidance of doubt any Replacement) serves on the Board rather than twenty-five (25) days after such date; it being further understood that if the Icahn Company Designee is no longer a member of the Board due to circumstances in which the Shareholders would be entitled to appoint a Replacement, then an Icahn Designee shall be deemed to continue to be a member of the Board for all purposes of this Agreement until such time as the Shareholders irrevocably waive in writing any right to either designate such a Replacement or appoint such a Replacement) (the "Company Standstill Period"), so long as the Company has not breached a Fundamental Covenant in any respect and has not breached any other provision of this Agreement in any material respect, and failed to cure such breach of a Fundamental Covenant or other provision within five (5) days following receipt of written notice from a Shareholder of such breach, neither such Shareholder nor any controlled Affiliates of such Shareholder will, directly or indirectly (it being understood and agreed that none of the following restrictions shall apply to any Icahn Designee solely in such person's capacity as a director of the Company or in any way prevent or restrict such director from discussing any of the matters described in the following restrictions privately with other members of the Board solely in such person's capacity as a director in a manner consistent with his or her fiduciary duties to the Company):

3.            The Company represents and warrants that the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Amendment and that the Company's Board of Directors has approved the terms and provisions of this Amendment and the consummation by the Company of the actions contemplated by this Amendment.

4.            Except as amended herein, the Agreement remains in full force and effect.

[Continued on Next Page]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.
The Manitowoc Company, Inc.
 
    
By:  ______________________________                                                      
Maurice D. Jones
Senior Vice President, General Counsel and Secretary
 
    

ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
By:  Barberry Corp., its sole member
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By:  Hopper Investments LLC, general partner
By:  Barberry Corp., its sole member
 
    
By:  _______________________________                                                                      
Name:
Title:
 
    
ICAHN CAPITAL LP
By:  IPH GP LLC, its general partner
By:  Icahn Enterprises Holdings L.P., its sole member
By:  Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By:  Icahn Enterprises Holdings L.P., its sole member
By:  Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By:  Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
 
    
By:  _______________________________                                                                      
Name:
Title:
    


___________________________________
Carl C. Icahn




EXHIBIT A

ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
ICAHN CAPITAL LP
IPH GP LLC
ICAHN ENTERPRISES HOLDINGS L.P.
ICAHN ENTERPRISES G.P. INC.
CARL C. ICAHN