UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q/A
Amendment No. 1
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities |
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Transition Report Pursuant to Section 13 or 15(d) of the Securities |
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Commission File Number
1-11978
The Manitowoc Company, Inc.
(Exact name of registrant as specified in its charter)
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Wisconsin |
39-0448110 |
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(State or other jurisdiction |
(I.R.S. Employer |
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2400 S. 44 Street, |
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(Address of principal executive offices) |
(Zip Code) |
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ( X ) No ( )
The number of shares outstanding of the Registrant's common stock, $.01 par value, as of September 30, 2002, the most recent practicable date, was 26,390,252.
This Amendment No. 1 is being filed solely for the purpose of including as Exhibits to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 the certifications required under Section 906 of the Sarbanes-Oxley Act of 2002, which inadvertently were excluded from the initial filing.
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.
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THE MANITOWOC COMPANY, INC. |
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(Registrant) |
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/s/ Terry D. Growcock |
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Terry D. Growcock |
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Chairman and Chief Executive Officer |
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/s/ Timothy M. Wood |
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Timothy M. Wood |
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Vice President and Chief Financial Officer |
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/s/ Maurice D. Jones |
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Maurice D. Jones |
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Vice President, General Counsel and Secretary |
November 15, 2002
CERTIFICATIONS
Certification of Principal Executive Officer
I, Terry D. Growcock, certify that:
- I have reviewed this quarterly report on Form 10-Q of The Manitowoc Company, Inc.;
- Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
- Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
- The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
(c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date.
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of its board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 15, 2002
/s/ Terry D. Growcock
Terry D. Growcock, Chairman and Chief Executive Officer - Principal
Executive Officer
Certification of Principal Financial Officer
I, Timothy M. Wood, certify that:
- I have reviewed this quarterly report on Form 10-Q of The Manitowoc Company, Inc.;
- Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report ;
- Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
- The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
- Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
- Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
- Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date.
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of its board of directors (or persons performing the equivalent functions):
- All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
- Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.
- The registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 15, 2002
/s/ Timothy M. Wood
Timothy M. Wood, Vice President and Chief Financial Officer
THE MANITOWOC COMPANY, INC.
TO FORM 10-Q/A
FOR QUARTERLY PERIOD ENDED
September 30, 2002
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Filed |
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99.1 |
Certification of CEO pursuant to 18 U.S.C. Section 1350 |
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99.2 |
Certification of CFO pursuant to 18 U.S.C. Section 1350 |
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* Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant agrees to furnish to the Securities and Exchange Commission upon request a copy of any unfiled exhibits or schedules to such document.