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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
(Fee Required)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
BUTLER MANUFACTURING COMPANY
BMA TOWER, PENN VALLEY PARK
(P.O. BOX 419917)
KANSAS CITY, MISSOURI 64141-0917
TELEPHONE: (816) 968-3000
Incorporated in the State of Delaware
COMMISSION FILE NO. 0-603
IRS NO. 44-0188420
The Company has no securities registered pursuant to Section 12(b) of the
Act. The only class of stock outstanding consists of Common Stock having no
par value, 7,561,465 shares of which were outstanding at December 31, 1996.
The Common Stock is registered pursuant to Section 12(g) of the Act.
The aggregate market value of the Common Stock of the Company held by
non-affiliates, based upon the last sales price of such stock on February 21,
1997 was $284,606,469.
The Registrant 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, and has been subject to such filing requirements for the past 90 days.
As indicated by the following check mark, disclosure of delinquent filers
pursuant to Rule 405 of Regulation S-K is not contained herein and will not be
contained to the best of Registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K: X
The following documents are incorporated herein by reference:
(1) Butler Manufacturing Company 1996 Annual Report, pages 14 through 32
(the "Annual Report" incorporated into Part II).
(2) Butler Manufacturing Company Notice of Annual Meeting of Stockholders
and Proxy Statement, dated March 10, 1997 (the "Proxy Statement"
incorporated into Parts I and III).
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BUTLER MANUFACTURING COMPANY
FORM 10-K
___________
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
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CONTENTS
PART I Page
----
Item 1. Business 3
Item 2. Properties 7
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 8
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 8. Financial Statements and Supplementary Data 8
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 8
PART III
Item 10. Directors and Executive Officers of the Registrant 8
Item 11. Executive Compensation 10
Item 12. Security Ownership of Certain Beneficial
Owners and Management 10
Item 13. Certain Relationships and Related Transactions 10
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 10
SIGNATURES 13
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 14
FINANCIAL STATEMENT SCHEDULES S-1
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PART I
Item 1.Business
(a) General Development of Business
The Company was founded as a partnership in 1901. It was incorporated in
Missouri in 1902 and reincorporated in Delaware in 1969. Its corporate
headquarters are located in Kansas City, Missouri, and principal plants and
offices are operated throughout the continental United States. Principal
international operations are conducted through Butler Building Systems, Ltd.,
a wholly owned United Kingdom subsidiary acquired in 1991, Butler Shanghai
Inc., a Chinese wholly owned subsidiary, Butler do Brasil Limitada, a South
American wholly owned subsidiary and a Saudi Arabian joint venture.
The Company and its subsidiaries are primarily engaged in the marketing,
design, and production of systems and components for nonresidential
structures. Products and services fall into three principal business
segments: (1) Building Systems, consisting primarily of custom designed and
pre-engineered steel and wood frame building systems for commercial,
community, industrial and agricultural uses; (2) Construction and construction
management services for purchasers of large, complex or multiple site building
projects; and (3) Other Building Products, consisting primarily of curtain
wall and storefront systems, skylights and roof vents for low, medium and
high-rise nonresidential buildings. This segment also includes the
manufacture and sale of grain storage bins and the distribution of grain
handling and conditioning equipment.
The Company's products are sold primarily through numerous independent
dealers. Other Company products are sold through a variety of distribution
arrangements.
(b) Financial Information about Industry Segments
The information required by Item 1(b) is hereby incorporated by reference
to pages 23 through 24 of the Company's Annual Report furnished to the
Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13.0 to this
report (see also items 6, 7, and 8 of this report).
(c) Narrative Description of Business
Building Systems
The Company's largest segment, Building Systems, includes the U.S. steel
and wood frame pre-engineered building systems; Butler European operations
consisting of wholly owned subsidiaries in the United Kingdom, France, and
Germany, and a 90% owned joint venture in Hungary; Butler Shanghai Inc., a
wholly owned subsidiary in China; Butler do Brasil Limitada, a wholly owned
South American subsidiary; Beker Kft., and a 30% owned Saudi Arabian joint
venture (Saudi Building Systems, Ltd.), all of which manufacture and/or market
pre-engineered steel frame building systems; Butler World Trade, an export
marketing organization for metal building systems; Butler Real Estate, Inc. a
real estate developer; and a 45% owned Japanese joint venture marketing
pre-engineered building systems to Japanese firms which will be liquidated in
1997. In subsequent years pre-engineered building systems will be marketed to
Japanese firms through a Japanese representative sales office.
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The Company's building systems consist primarily of custom designed and
pre-engineered one to five-story steel and one to two-story wood framed
buildings for commercial, community, industrial and agricultural uses such as
office buildings, manufacturing facilities, warehouses, schools, shopping
centers and farm buildings. Principal product components of the systems are
structural members and a variety of pre-engineered wall and roof components.
These are fabricated according to standard or customer specifications and
shipped to building sites for assembly by independent dealers. Building
components are manufactured in plants located at Galesburg and Charleston,
Illinois; Laurinburg, North Carolina; Birmingham, Alabama; Visalia,
California; Annville, Pennsylvania; San Marcos, Texas; Lester Prairie,
Minnesota; Ottawa, Kansas; and Clear Brook, Virginia.
In 1996 Advanced Buildings Systems, a 50% owned joint venture with the
McDonald's Corporation, became fully operational. The venture
.c1.;manufactures modular restaurant buildings exclusively for McDonald's at a
plant in Clear Brook, Virginia.
Butler Building Systems, Ltd. manufactures and markets the Company's
pre-engineered steel frame buildings primarily for the United Kingdom and
European markets from its facility in Kirkcaldy, Scotland. Saudi Building
Systems, Ltd. manufactures and markets pre-engineered steel frame buildings
for Middle Eastern markets at manufacturing facilities located in Jeddah,
Saudi Arabia. The Company serves the Canadian market through a branch office
in Burlington, Ontario.
In late 1996 the Company acquired a 90% interest in Beker Kft, a small
building systems fabricator located in Nyiregyhaza, Hungary. Beker markets and
fabricates building systems to Central and Eastern Europe from its facility in
Hungary.
Butler World Trade functions as an export marketing organization for
metal building systems. Shipments are sourced primarily from Butler's U.S.,
U.K., and Saudi Arabian plants, and in the latter part of 1996 from the
Company's new manufacturing facility in Shanghai, China. Butler World Trade
also has contracts with steel fabricators in China, Mexico, Poland and South
America to produce primary structurals in order to maintain competitive prices
and delivery schedules. Butler World Trade has sales offices in Argentina,
Brazil, Chile, South Korea and Mexico and representative offices in China and
Vietnam.
Building Systems' products are distributed throughout the world by
independent Butler dealers. The dealers provide construction services and in
many cases complete design and engineering capabilities.
Nonresidential pre-engineered buildings compete with ordinary forms of
building construction in the low-rise commercial, community, industrial and
agricultural markets. Competition is primarily based upon cost, time of
construction, appearance, thermal efficiency and other specific customer
requirements.
The Company also competes with numerous pre-engineered steel frame
building manufacturers doing business within the United States, Canada and
the United Kingdom. Approximately five of these manufacturers account for the
majority of industry sales. The Company believes that its 1996 sales of steel
frame pre-engineered buildings within the United States exceeded those of any
other nonresidential steel frame pre-engineered buildings manufacturer, with
its next largest competitors being NCI Building Systems, Inc., Varco-Pruden
Buildings division of United Dominion Industries Ltd., American Buildings
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Company and Ceco and Star Buildings Systems combined, a division of Robertson
- - Ceco Corporation. Competition among manufacturers of pre-engineered
buildings is based primarily upon price, service, product design and
performance and marketing capabilities.
The Company's Lester wood frame buildings business ranks second in sales
to the industry leader, Morton Buildings, Inc., a major manufacturer which
sells direct to the end user.
Butler Real Estate, Inc., a wholly-owned subsidiary of the Company,
provides real estate development services in cooperation with Butler dealers.
On the basis of commitments to lease obtained from credit worthy customers,
Butler Real Estate, Inc. acquires building sites, arranges with Butler dealers
for construction of project improvements, and then sells the completed
projects to investors.
BMC Real Estate, Inc., a wholly-owned subsidiary of the Company,
participates solely in land development ventures.
Construction Services
The Company's Construction Services segment consists of a wholly-owned
construction subsidiary, BUCON, Inc. which provides comprehensive design,
planning, execution and construction management services to major purchasers
of construction. Revenues of the segment are derived primarily from general
contracting. In addition, the Construction Services segment performs "furnish
and erect" and "materials only" subcontracts using products from several
Company divisions, predominantly the Company's Buildings Division. Competition
is primarily based upon price, time necessary to complete a project, design
and product performance. BUCON, Inc. competes with international, national,
regional and local general contracting firms, and whenever possible, performs
projects in conjunction with independent Butler dealers.
Other Building Products
This segment includes the operations of the Vistawall and Grain Systems
Divisions. The Vistawall business designs, manufactures and markets
architecturally oriented component systems for the nonresidential construction
market. The Grain Systems' business manufactures and markets grain storage
bins and also distributes grain conditioning and handling equipment.
The Vistawall Division designs, manufactures and sells aluminum
curtain wall systems for mid and high-rise office markets, and entry doors and
other standard storefront products for low-rise retail and commercial markets.
In early 1997 the Vistawall Division acquired the assets of Rebco West, Inc.,
a west coast manufacturer and distributor of entrance doors and storefront
products. Vistawall's products are distributed on a material supply basis to
either curtain wall erection subcontractors or general contractors, and
through distribution warehouses to glazing contractors for storefront and
entry door applications. Manufacturing and distribution facilities are
located in Lincoln, Rhode Island; Atlanta, Georgia; Modesto, Hayward and
Rancho Cucamonga, California; Cincinnati and Cleveland, Ohio; Terrell, Houston
and Dallas, Texas; Tampa, Florida; Washington, D.C.; Chicago, Illinois; St.
Louis, Missouri; and Seattle, Washington. In 1996 the Vistawall Division
expanded its facility in Terrell, Texas with the addition of a
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46,000 square foot warehouse and distribution facility. The Division operates
in highly competitive markets with other national manufacturers which operate
multiple plants and distribution facilities, and with regional manufacturers.
Competition is primarily based on cost, delivery capabilities, appearance and
other specific customer requirements.
The Vistawall Division at its Terrell, Texas location also designs,
manufactures and installs Naturalite/EPI skylights of all types, from the more
standard designs used in commercial and industrial buildings, to highly
complex engineered solutions for monumental building projects. In addition,
the Division designs and manufactures roof accessories, such as smoke and heat
vents, for conventional and pre-engineered buildings, and the Skywall product
line of translucent roof and wall systems.
The Division markets its Naturalite/EPI and Skywall products through its
existing independent representative organization. There are numerous
competitors in this industry with competition primarily based on price,
engineering and installation capabilities, delivery and other specific
customer requirements.
The Grain Systems Division manufactures and markets grain storage bins from
its Kansas City, Missouri plant. It also distributes grain conditioning and
handling equipment. The Division's products are sold primarily to farmers and
commercial grain elevators through a nationwide network of independent
dealers. Products are also manufactured for export. Grain systems are sold
in highly competitive markets in direct competition with national companies
and smaller regional manufacturers. Competition is principally based on
price, delivery schedules and product performance.
Manufacturing and Materials
The Company's manufacturing operations include most conventional metal
fabricating operations, such as punching, shearing, welding, extruding and
forming of sheet and structural steel and aluminum. The Company also operates
painting and anodizing lines for structural steel and aluminum components,
respectively. Wood frame manufacturing operations include sawing and truss
fabrication. The principal materials used in the manufacture of the Company's
products include steel, aluminum, wood and purchased parts. All materials are
presently available to the Company in sufficient quantities to meet current
needs.
Seasonal Business
Historically, the Company's sales and net earnings have been affected by
cycles in the general economy which influence nonresidential construction
markets (see in particular Item 7 of this report). The Company experienced
peak seasonal demand for products and services, and the sale of real estate
projects during the second half of 1996. Sales for the first, second, third
and fourth quarters of 1996 were $176 million, $193 million, $229 million and
$272 million, respectively.
Backlog
The Company's backlog of orders believed to be firm was $253 million at
December 31, 1996 and $251 million at December 31, 1995. The Construction
Services segment, where margins are significantly lower than those associated
with product sales, accounted for $37 million and $75 million of year-end
backlog for 1996 and 1995, respectively.
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Employees
At December 31, 1996 the Company employed 4,350 persons, 3,120 of whom
were non-union employees, and 1,230 were hourly paid employees who were
members of four unions. At December 31, 1995 the Company employed 3,966
persons. A new three year labor agreement was ratified in early 1997 for the
Grain Systems Division's Kansas City, Missouri plant labor union.
Item 2.Properties
The principal plants and physical properties of the Company consist of
the manufacturing facilities described under Item 1, and the Company's
executive offices in Kansas City. The 142,000 square foot Vistawall facility
located in Lincoln, Rhode Island which has light manufacturing and fabrication
operations is classified under "Assets held for sale". Through a subsidiary,
the Company also owns a land development venture with property located on a
108 acre site in San Marcos, Texas. The property is recorded in "Assets held
for sale" and described in the "Real Estate Subsidiaries" footnote on page 23
in the Company's Annual Report. All other plants and offices described under
Item 1 are utilized by the Company and are generally suitable and adequate for
the business activity conducted therein. The Company's manufacturing
facilities described under Item 1, along with current outsourcing agreements
with various fabricators, have production capabilities sufficient to meet
current and foreseeable needs.
Except for leased facilities listed below, all of the Company's principal
plants and offices are owned:
(1) Leased space used for the Company's executive offices in Kansas City,
Missouri (120,000 sq. ft. lease expiring in the year 2001 with an option
to renew).
(2) Leased space used for the Vistawall Division plant in Terrell, Texas
(145,000 sq. ft. and 121,000 sq. ft. with leases expiring in 2000 and
2006, respectively, both containing options to renew), and fabrication and
distribution facilities in Dallas and Houston, Texas; St. Louis, Missouri;
Chicago, Illinois; Washington, D.C.; Cincinnati and Cleveland, Ohio;
Atlanta, Georgia; Tampa, Florida; Seattle, Washington; and Modesto,
Hayward, and Rancho Cucamonga, California (293,000 sq. ft. leased with
various expiration dates).
(3) The Company also leases various small sales and national account offices
throughout the world.
Item 3. Legal Proceedings.
There are no material legal or environmental proceedings pending as
of March 13, 1997, nor does the Company have any known material environmental
contingencies as of this date. Proceedings which are pending consist of
matters normally incident to the business conducted by the Company and taken
together do not appear to be material.
Item 4. Submissions of Matters to a Vote of Security Holders.
No matters have been submitted to a vote of stockholders since the last
annual meeting of stockholders on April 16, 1996.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Incorporated by reference to the information under "Quarterly Financial
Information (Unaudited)", "Price Range of Common Stock (Unaudited)" and
"Historical Review 1996-1992" on pages 30 and 32 of the Annual Report.
In September, 1994 the Board of Directors approved the resumption of a
regular cash dividend, at an indicated annual rate of 40 cents per share. The
initial 10 cent quarterly payment was made in October 1994. In June, 1995 the
Board of Directors approved a 3-for-2 stock split and a 50% increase in the
quarterly cash dividend. The stock split was paid July 17, 1995 to
shareholders of record on June 30, 1995. In September 1996 the Company
increased its cash dividend from 10 cents to 12 cents per share to shareholders
of record as of September 27. The Company has limited restrictions on the
payment of dividends based on certain debt covenants of the Note Agreement
dated June 1, 1994, between the Company and four insurance companies
(incorporated by reference to the Form 10-Q for the quarter ended June 30,
1994, as indicated under Item 14). As of December 31, 1996 the Company had
approximately $22 million of retained earnings available for cash dividends.
Item 6. Selected Financial Data.
Incorporated by reference to the information under "Historical Review
1996-1992" on page 32 of the Annual Report.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Incorporated by reference to the information under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 14 through 16 of the Annual Report.
Item 8. Financial Statements and Supplementary Data.
Incorporated by reference to the consolidated financial statements and
related notes on pages 17 through 31 of the Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Information as to Directors is incorporated herein by reference to pages
2 through 5 of the Proxy Statement. The Executive Officers, their ages, their
positions and offices with the Company and their principal occupations during
the past five years are shown below:
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Corporate Executive Officers
Robert H. West - age 58, Chairman of the Board and Chief Executive Officer;
Chairman of the Executive Committee and member of the Board Organization
Committee. He joined the Company in 1968, became President in 1978 and
Chairman of the Board in 1986. Mr. West is a director of Commerce Bancshares,
Inc., Burlington Northern Santa Fe Corporation, Kansas City Power & Light
Company, and St. Luke's Hospital. He is a trustee of the University of
Missouri at Kansas City.
Donald H. Pratt - age 59, President; member of the Executive Committee. He
joined Butler in 1965, became Executive Vice President in 1980, and President
of the Company in 1986. Mr. Pratt is also a director of American Century
Mutual Funds and is a trustee of the Kansas City Art Institute and Midwest
Research Institute. He serves on the FFA Sponsors Advisory Board.
Richard O. Ballentine - age 60, Vice President, General Counsel, and Secretary
since 1978. He joined Butler in 1975 as Vice President-Legal.
John T. Cole - age 46, Controller since 1990. He joined Butler in 1977 and
previously was Corporate Audit Manager.
Larry D. Hayes - age 58, Vice President - Corporate Development since 1996.
He joined Butler in 1975 and previously was President, Lester Building Systems
Division since 1991.
John J. Holland - age 46, Vice President-Finance since 1990. He joined Butler
in 1980 and became Vice President - Controller in 1986.
John W. Huey - age 49, Vice President-Administration since 1993 and Assistant
General Counsel and Assistant Secretary since 1987. He joined Butler in 1978.
Larry C. Miller - age 40, Treasurer since 1989. He joined Butler in 1980 and
became Assistant Treasurer in 1985.
Division Executive Officers
Moufid (Mike) Alossi - age 54, President, Butler World Trade since 1996. He
joined Butler in 1968 and previously was Vice President-International Sales
and Marketing.
Hans G. Berger - age 49, Managing Director, Butler Europe since 1995. He
previously was Managing Director, Butler Bausysteme GmbH from 1993 to 1995 and
Vice President - Engineering, Butler Canada from 1992. From 1986 to 1992 he
was Vice President - Engineering, Canadian Building Systems, Inc.
William D. Chapman - age 54, President, International Operations since 1992.
He joined Butler in 1979 and was previously Vice President, International
Operations.
Marc S. Hafer - age 39, President, Lester Building Systems since 1996. From
1993 to 1996 he was President of Walker Systems, Inc., a subsidiary of
Wiremold, Inc. He was Vice President-Sales and Marketing of the Company's
Walker Division from 1991 to 1993. He joined Butler in 1988.
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Thomas J. Hall - age 51, President, Butler Real Estate, Inc. since 1991. He
joined Butler in 1969, and was named Vice President and General Manager of
Butler Real Estate, Inc. in 1987.
Richard S. Jarman - age 50, President, Buildings Division since 1986. He
joined Butler in 1974.
William L. Johnsmeyer - age 49, President Butler Construction (Bucon, Inc.)
since 1990. He joined Butler in 1982 and became President, Walker Division in
1984.
Robert J. Kronschnabel - age 61, President, Grain Systems Division since 1994.
He joined Butler in 1979 and was previously President, Naturalite/EPI in 1988
and became Vice President and General Manager, Grain Systems Division in 1991.
Ronald F. Rutledge - age 55, President Vistawall Division since 1984 when he
joined Butler.
Item 11. Executive Compensation.
Incorporated by reference to the information under "Report on Executive
Compensation", "Summary Compensation Table", "Aggregated Option/SAR Exercises
and Fiscal Year-End Option/SAR Value Table", and Pension Plan Table on pages 9
through 13 of the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Incorporated by reference to the information under "Beneficial Ownership
Table" on pages 7 through 8 of the Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
Incorporated by reference to the information under "Election of Class A
Directors" on pages 2 through 10 and "Report on Executive Compensation" in
the Proxy Statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
The following documents are filed as part of this report:
(a) Financial Statements:
Consolidated Balance Sheets as of December 31, 1996 and 1995.
Consolidated Statements of Earnings and Retained Earnings - Years Ended
December 31, 1996, 1995 and 1994.
Consolidated Statements of Cash Flow - Years Ended December 31, 1996,
1995 and 1994.
Notes to Consolidated Financial Statements.
The foregoing have been incorporated by reference to the Annual Report
as indicated under Item 8.
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(b) Financial Statement Schedules:
Auditors' Report on Financial Statement and Schedule IX - Valuation and
Qualifying Accounts.
All other schedules are omitted because they are not applicable or the
information is contained in the consolidated financial statements or
notes thereto.
(c) Exhibits:
3.1 Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to Company's form 10-Q for the quarter
ended, March 31, 1996).
3.2 Bylaws of Butler Manufacturing Company (incorporated by
reference to Exhibit 3.8 to Company's Form 10-Q for quarter ended
September 30, 1990).
4.1 Note Agreement between the Company and four Insurance
Companies dated as of June 1, 1994 (incorporated by reference to
Exhibit 4 of the Company's Form 10-Q for the quarter ended June
30, 1994).
10.1 Butler Manufacturing Company Executive Deferred
Compensation Plan as amended (incorporated by reference to Exhibit
10.2 to the Company's Form 10-K for the year ended December 31,
1989).
10.2 Butler Manufacturing Company Stock Incentive Plan for
1987, as amended (incorporated by reference to Exhibit 10.1 to the
Company's Form 10-K for the year ended December 31, 1990).
10.3 Butler Manufacturing Company Stock Incentive Plan of 1979,
as amended (incorporated by reference to Exhibit 10.2 to the
Company's Form 10-K for the year ended December 31, 1990).
10.4 Form of Change of Control Employment Agreements, as
amended, between the Company and each of six executive officers
(incorporated by reference to Exhibit 10.3 to the Company's Form
10-K for the year ended December 31, 1990).
10.5 Copy of Butler Manufacturing Company Supplemental Benefit
Plan as amended and restated (incorporated by reference to
Exhibit 10.5 to the Company's Form 10-K for the year ended
December 31, 1994).
10.6 Form of Butler Manufacturing Company Split Dollar Life
Insurance Agreement (Collateral Assignment Method; Bonus
Arrangement) entered into between the Company and certain
executive officers (incorporated by reference to Exhibit 10.6 to
the Company's Form 10-K for the year ended December 31, 1994).
10.7 Form of Butler Manufacturing Company Split Dollar Life
Insurance Agreement (Collateral Assignment Method; Roll Out
Arrangement) entered into between the Company and certain
executive officers (incorporated by reference to Exhibit 10.7 to
the Company's Form 10-K for the year ended December 31, 1994).
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10.8 Butler Manufacturing Company Stock Incentive Plan of 1996
(incorporated by reference to Exhibit 4(a) to the Company's
Registration Statement Number 333-02557 on S-8 filed April 17,
1996).
10.9 Butler Manufacturing Company Director Stock Compensation
Program.
10.10 Butler Manufacturing Company Restricted Stock
Compensation Program of 1996.
13.0 Butler Manufacturing Company 1996 Annual Report Pages 14
through 32 only (the information expressly incorporated herein by
reference).
22.0 Set forth below is a list as of March 13, 1997 of
subsidiaries of the Company and their respective jurisdictions of
incorporation. Subsidiaries not listed, when considered in the
aggregate as a single subsidiary, do not constitute a significant
subsidiary.
<TABLE>
<CAPTION>
Jurisdiction of
Subsidiary Incorporation
- -------------------------------------------------------
<S> <C>
Butler Argentina, S.A. Argentina
Butler do Brasil Limitada Brazil
Butler Export, Inc. Barbados
Butler Building Systems, Ltd. Scotland
Butler Europe GmbH Germany
Butler Systemes de Construction SARL France
BMC Real Estate, Inc. Delaware
BUCON, Inc. Delaware
Butler Pacific, Inc. Delaware
Butler Real Estate, Inc. Delaware
Butler, S.A. de C.V. Mexico
Butler (Shanghai) Inc. China
Butler Holdings, Inc. Delaware
Beker Kft Hungary
Comercial Butler Limitada Chile
Lester's of Minnesota, Inc. Minnesota
Lester Holdings, Inc. Delaware
</TABLE>
24.0 Power of Attorney to sign this Report by each director.
27.0 Financial Data Schedule.
No reports on Form 8-K were filed by the Company during the quarter ended
December 31, 1996.
The calculation of the aggregate market value the Company's Common Stock
held by non-affiliates shown on the front of the cover page assumes that
directors are affiliates. Such assumption does not reflect a belief by the
Company or any director that any director is an affiliate of the Company.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on this 19th day
of March, 1997.
BUTLER MANUFACTURING COMPANY
BY /S/ Robert H. West
----------------------------
Robert H. West
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated on the dates indicated.
/S/ Robert H. West Chairman of the Board March 19, 1997
----------------------------- (Principal Executive
Robert H. West Officer)
/S/ John J. Holland Vice President-Finance March 19, 1997
----------------------------- (Principal Financial
John J. Holland Officer)
/S/ John T. Cole Controller March 19, 1997
----------------------------- (Principal Accounting
John T. Cole Officer)
/S/ Harold G. Bernthal * Director March 24, 1997
-----------------------------
Harold G. Bernthal
/S/ Robert E. Cook * Director March 24, 1997
-----------------------------
Robert E. Cook
/S/ Alan M. Hallene * Director March 24, 1997
-----------------------------
Alan M. Hallene
/S/ C.L. William Haw * Director March 24, 1997
-----------------------------
C.L. William Haw
/S/ Robert J. Novello * Director March 24, 1997
-----------------------------
Robert J. Novello
/S/ George E. Powell, Jr. * Director March 24, 1997
-----------------------------
George E. Powell, Jr.
/S/ Donald H. Pratt Director March 19, 1997
------------------------------
Donald H. Pratt
/S/ Robert J. Reintjes, Sr. * Director March 24, 1997
-----------------------------
Robert J. Reintjes, Sr.
/S/ Judith A. Rogala * Director March 24, 1997
-----------------------------
Judith A. Rogala
Richard O. Ballentine, by signing his name hereto, does hereby sign this
report on Form 10-K on behalf of each of the directors of the Registrant
pursuant to a power of attorney executed by each of such directors.
* By /S/ Richard O. Ballentine, Attorney-in-fact March 24, 1997
--------------------------------------------
Richard O. Ballentine, Attorney-in-fact
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Butler Manufacturing Company
We consent to the incorporation by reference in Registration Statements
Nos. 33-14464, 2-63830, 2-55753, 333-02285, 333-02557 and 2-36370 on Form
S-8 and the related Prospectus of June 11, 1987, with Appendix dated March 8,
1996, of Butler Manufacturing Company of our report dated February 3, 1997
relating to the consolidated balance sheets of Butler Manufacturing Company
and subsidiaries as of December 31, 1996, and 1995, and the related
consolidated statements of earnings and retained earnings and cash flows and
the related schedule for each of the years in the three-year period ended
December 31, 1996, which reports appear in or are incorporated by reference in
the Annual Report on Form 10-K of Butler Manufacturing Company for the fiscal
year ended December 31, 1996. We also consent to the reference to our firm
under the heading "Experts" in the Prospectus to the Registration Statements.
/S/ KPMG PEAT MARWICK LLP
-------------------------
KPMG PEAT MARWICK LLP
Kansas City, Missouri
March 25,1997
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<PAGE> 16
BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Financial Statement Schedule
(Form 10-K)
December 31, 1996, 1995 and 1994
(With Auditors' Report Thereon)
15
<PAGE> 17
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Butler Manufacturing Company:
Under date of February 3, 1997, we reported on the consolidated balance sheets
of Butler Manufacturing Company and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of earnings and retained
earnings and cash flows for each of the years in the three-year period ended
December 31, 1996, as contained in the 1996 Annual Report. These consolidated
financial statements and our report thereon are incorporated by reference in
the Annual Report on Form 10-K for the year 1996. In connection with our
audits of the aforementioned consolidated financial statements, we also
audited the related consolidated financial statement schedule as listed in
item 14. This consolidated financial statement schedule is the responsibility
of the Company's management. Our responsibility is to express an opinion on
this consolidated financial statement schedule based on our audits.
In our opinion, such schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material aspects, the information set forth therein.
/S/ KPMG PEAT MARWICK LLP
-------------------------
KPMG PEAT MARWICK LLP
Kansas City, Missouri
February 3, 1997
S-1
<PAGE> 18
SCHEDULE IX
BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
Valuation and Qualifying Accounts
(Thousands of Dollars)
<TABLE>
<CAPTION>
Additions Deductions
--------------- -----------
Balance at Charged Charged off Balance
beginning to net of at close
Description of year earnings Other recoveries of year
----------- ---------- -------- ----- ----------- --------
(A)
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1996:
For possible losses on accounts
receivable $2,348 $1,344 $470 $1,244 $2,918
====== ====== ==== ====== ======
Year ended December 31, 1995:
For possible losses on accounts
receivable $1,364 $1,154 $326 $ 496 $2,348
====== ====== ==== ====== ======
Year ended December 31, 1994:
For possible losses on accounts
receivable $1,088 $ 990 $ 10 $ 724 $1,364
====== ====== ==== ======= ======
</TABLE>
(A) Includes transfers from other reserve accounts.
S-2
<PAGE> 19
EXHIBIT INDEX
EXHIBITS DESCRIPTION
- -------- -----------
3.1 Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to Company's form 10-Q for the quarter ended, March 31,
1996).
3.2 Bylaws of Butler Manufacturing Company (incorporated by reference to
Exhibit 3.8 to Company's Form 10-Q for quarter ended September 30, 1990).
4.1 Note Agreement between the Company and four Insurance Companies dated as
of June 1, 1994 (incorporated by reference to Exhibit 4 of the Company's
Form 10-Q for the quarter ended June 30, 1994).
10.1 Butler Manufacturing Company Executive Deferred Compensation Plan as
amended (incorporated by reference to Exhibit 10.2 to the Company's Form
10-K for the year ended December 31, 1989).
10.2 Butler Manufacturing Company Stock Incentive Plan for 1987, as amended
(incorporated by reference to Exhibit 10.1 to the Company's Form 10-K for
the year ended December 31, 1990).
10.3 Butler Manufacturing Company Stock Incentive Plan of 1979, as amended
(incorporated by reference to Exhibit 10.2 to the Company's Form 10-K for
the year ended December 31, 1990).
10.4 Form of Change of Control Employment Agreements, as amended, between the
Company and each of six executive officers (incorporated by reference to
Exhibit 10.3 to the Company's Form 10-K for the year ended December 31,
1990).
10.5 Copy of Butler Manufacturing Company Supplemental Benefit
Plan as amended and restated (incorporated by reference to Exhibit 10.5
to the Company's Form 10-K for the year ended December 31, 1994).
10.6 Form of Butler Manufacturing Company Split Dollar Life Insurance
Agreement (Collateral Assignment Method; Bonus Arrangement) entered into
between the Company and certain executive officers (incorporated by
reference to Exhibit 10.6 to the Company's Form 10-K for the year ended
December 31, 1994).
<PAGE> 20
10.7 Form of Butler Manufacturing Company Split Dollar Life Insurance
Agreement (Collateral Assignment Method; Roll Out Arrangement) entered
into between the Company and certain executive officers (incorporated by
reference to Exhibit 10.7 to the Company's Form 10-K for the year ended
December 31,1994).
10.8 Butler Manufacturing Company Stock Incentive Plan of 1996 (incorporated
by reference to Exhibit 4(a) to the Company's Registration Statement
Number 333-02557 on S-8 filed April 17, 1996).
10.9 Butler Manufacturing Company Director Stock Compensation Program.
10.10 Butler Manufacturing Company Restricted Stock Compensation Program of
1996.
13.0 Butler Manufacturing Company 1996 Annual Report Pages 14 through 32 only
(the information expressly incorporated herein by reference).
22.0 Set forth below is a list as of March 13, 1997 of subsidiaries of the
Company and their respective jurisdictions of incorporation.
Subsidiaries not listed, when considered in the aggregate as a single
subsidiary, do not constitute a significant subsidiary.
<TABLE>
<CAPTION>
Jurisdiction of
Subsidiary Incorporation
---------- ----------------
<S> <C>
Butler Argentina, S.A. Argentina
Butler do Brasil Limitada Brazil
Butler Export, Inc. Barbados
Butler Building Systems, Ltd. Scotland
Butler Europe GmbH Germany
Butler Systemes de Construction SARL France
BMC Real Estate, Inc. Delaware
BUCON, Inc. Delaware
Butler Pacific, Inc. Delaware
Butler Real Estate, Inc. Delaware
Butler, S.A. de C.V. Mexico
Butler (Shanghai) Inc. China
Butler Holdings, Inc. Delaware
Beker Kft Hungary
Comercial Butler Limitada Chile
Lester's of Minnesota, Inc. Minnesota
Lester Holdings, Inc. Delaware
</TABLE>
24.0 Power of Attorney to sign this Report by each director.
27.0 Financial Data Schedule.
<PAGE> 1
EXHIBIT 10.9
BUTLER MANUFACTURING COMPANY
DIRECTOR STOCK COMPENSATION PROGRAM
AS AMENDED ON JANUARY 21, 1997
1. PURPOSE. The purpose of this Director Stock Compensation Program
("Program") is to enable members of the Board of Directors (the "Board") of
Butler Manufacturing Company (the "Company") who are not employees of the
Company ("Outside Directors") to increase their proprietary interest in the
success and progress of the Company through their ownership of additional
shares of the Common Stock, no par value, of the Company (the "Common Stock").
2. PARTICIPATION. Each person becoming an Outside Director of the Company
shall participate in the Program commencing on the later of the date of
adoption of this Program by the stockholders or the date the person becomes an
Outside Director and shall continue to participate until the resignation,
non-reelection, death or disability of any such Outside Director
("Participant").
3. PAYMENT OF ANNUAL CASH RETAINER IN STOCK.
(a) PAYMENT OF RETAINER. The dollar amount of the annual retainer
payable to Outside Directors as established by the Board from time to time
shall be credited in Common Stock to accounts for each Participant ("Stock
Account") maintained by the Board Organization Committee of the Board of
Directors ("the Committee"). The amount of the credit for each calendar
quarter for each Participant shall be such number of shares of Common Stock of
the Company as is equal to one fourth of the dollar amount of the annual
retainer payable to each Participant divided by the Fair Market Value of one
share of Common Stock on the date the credit is made. The credit shall be made
on the fifth (5th) Business Day of each calendar quarter.
(b) DIVIDENDS, ETC. An amount equal to any cash dividends payable on
shares of Common Stock shall also be credited to a Participant's Stock Account
in shares of Common Stock on the payment date for such dividend on all shares
of Common Stock. The amount of such credit to each Participant's Stock Account
for cash dividends shall be such number of shares of Common Stock as is equal
to the amount of the cash dividend payable on shares of Common Stock credited
to the Participant's Stock Account divided by the Fair Market Value of one
share of Common Stock on the date the credit is made. The number of shares
credited to Participant Stock Accounts shall be adjusted to reflect any stock
split, stock dividend, the issuance of stock purchase rights or similar
transactions effected prior to the issuance of stock certificates.
(c) FAIR MARKET VALUE. The Fair Market Value of a share of Common Stock
shall mean the last sale price for the Company's Common Stock on the New York
Stock Exchange, or if the Company's Common Stock is not traded on that day, on
the next preceding day on which the Common Stock was so traded.
4. ISSUE OF STOCK CERTIFICATES. The Company shall issue from the Treasury or
from authorized but unissued shares a certificate to each Participant in the
amount of whole shares of Common Stock credited to the Participant's Stock
Account (a) upon written request of the Participant, (b) annually on the 10th
Business Day of the last calendar quarter of each year, (c) upon termination
of participation or (d) upon termination of the Program. Until the issuance of
the stock certificate, no right to vote or receive dividends or other rights as
a stockholder shall exist as to the shares of Common Stock credited to a
Participant's Stock Account, except to the extent specified in Section 3. Upon
any termination of Participation, termination of the Program or any other
distribution of a Participant's Stock Account in whole, any fraction of a share
of Common Stock shall be distributed in cash equal to the Fair Market Value of
the fractional share. Any other property credited to the Participant's Stock
Account other than shares of Common Stock shall be distributed in kind or in
cash equal to the fair market value thereof as determined by the Committee.
5. AMOUNT OF ANNUAL RETAINER. The amount of the Annual Retainer shall be
determined by the full Board of Directors from time to time, but not more
frequently than annually.
<PAGE> 2
6. ADMINISTRATION. The Program shall be administered by the Committee, which
shall have full power and authority to construe and administer the Program.
Any action taken under the provisions of the Program by the Committee arising
out of or in connection with the administration, construction, or effect of the
Program or any rules adopted thereunder shall, in each case, lie within the
discretion of the Committee and shall be conclusive and binding upon the
Company and upon all Participants, and all persons claiming under or through
any of them.
7. BENEFICIARY DESIGNATION. A Participant shall designate a beneficiary or
beneficiaries who, upon the Participant's death, shall receive the Shares and
any other items credited to a Participant's Stock Accounts that otherwise would
have been delivered to the Participant. All designations shall be in writing
and signed by the Participant. The designation shall be effective only if an
when delivered to the Company during the lifetime of the Participant. The
Participant also may change beneficiaries by a signed, written instrument
delivered to the Company. The delivery of Shares shall be in accordance with
the last unrevoked written designation of beneficiary that has been signed and
delivered to the Secretary of the Company. In the event the Participant does
not designate a beneficiary, in the event that all of the beneficiaries named
pursuant to this section predecease the Participant, or if for any reason such
designation is ineffective in whole or in part, the Shares and other items
credited to the Participant's account that otherwise would have been delivered
to the Participant shall be delivered to the Participant's estate, and in such
event, the term "beneficiary" shall include such estate.
8. TRANSFERABILITY. The rights and privileges conferred under this Program
shall not be subject to execution, attachment or similar process and may not
be transferred, assigned, pledged or hypothecated in any manner (whether by
operation of law or otherwise) other than by will or the laws of descent and
distribution or a "qualified domestic relations order" as defined in the
Internal Revenue Code, as amended from time to time.
9. APPROVAL; EFFECTIVE DATE. This Program shall become effective when approved
by the holders of a majority of the Common Stock present or represented and
entitled to vote at a meeting of stockholders.
10. AMENDMENT AND TERMINATION. Subject to the provisions of Section 5, this
Program may be amended by the Board of Directors of the Company from time to
time, and may be terminated by the Board of Directors or Stockholders, except
that any such action shall not adversely affect any Participant's rights under
the Program that had accrued prior to such amendment or termination.
11. EXPENSES OF THE PROGRAM. All costs and expenses of the Program shall be
borne by the Company and none of such expense shall be charged to any
Participant.
12. COMPLIANCE WITH RULE 16B-3. It is the intention of the Company that the
operation of the Program comply in all respects with Rule 16b-3 under Section
16(b) of the Securities Exchange Act of 1934, as amended, and that all
Participants remain Disinterested Persons as defined by such Rule.
Accordingly, if any Program provision is later found to cause any crediting of
Common Stock to fail to qualify under Rule 16b-3 for an exemption from the
operation of Section 16(b) or if any Program provision would disqualify
Participants from remaining Disinterested Directors under Rule 16b-3, that
provision shall be deemed null and void, and in all events the Program shall be
construed in favor of its meeting the requirements of Rule 16b-3.
<PAGE> 3
CERTIFICATION
The undersigned Secretary of Butler Manufacturing Company, hereby
certifies that the foregoing Program was duly adopted by the Board of Directors
at a regular meeting of the Board duly called, noticed, convened and held on
December 12, 1995, in accordance with the Certificate of Incorporation, Bylaws
and applicable laws of the State of Delaware.
________________________________
Richard O. Ballentine
Vice President, Secretary and
General Counsel
The undersigned Secretary of Butler Manufacturing Company, hereby
certifies that the foregoing Program was duly approved by the holders of a
majority of the Common Stock present or represented and entitled to vote at the
Annual Meeting of Stockholders duly called, noticed, convened and held on April
16, 1996, in accordance with the Certificate of Incorporation, Bylaws and
applicable laws of the State of Delaware.
________________________________
Richard O. Ballentine
Vice President, Secretary and
General Counsel
The undersigned Secretary of Butler Manufacturing Company, hereby
certifies that the foregoing Program incorporates the amendments duly adopted
by the Board of Directors at a regular meeting of the Board duly called,
noticed and convened and held on January 21, 1997, in accordance with the
Certificate of Incorporation, Bylaws and applicable laws of the State of
Delaware.
________________________________
Richard O. Ballentine
Vice President, Secretary and
General Counsel
<PAGE> 1
EXHIBIT 10.10
BUTLER MANUFACTURING COMPANY
RESTRICTED STOCK BONUS PROGRAM
OF 1996
Effective as of
December 17, 1996
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
This Program Document is Dated December 17, 1996
<PAGE> 2
BUTLER MANUFACTURING COMPANY
RESTRICTED STOCK BONUS PROGRAM
OF 1996
Pursuant to the Stock Incentive Plan of 1996
1. GENERAL. The Butler Manufacturing Company Restricted Stock Bonus Program of
1996 ("Program") is hereby adopted. The Program is being implemented per the
Stock Awards Feature of the Butler Manufacturing Company Stock Incentive Plan
of 1996 (the "Plan") by the Compensation and Benefits Committee of the Board of
Directors of Butler Manufacturing Company (the "Committee"). Its purpose is to
encourage eligible Senior Executives of the Company to acquire and retain
equity ownership in the Company.
For definitions of capitalized terms see Section 16.
2. ELIGIBILITY. Only a Senior Executive of the Company, who is a salaried
employee and who is deemed by the Committee to be a person who will contribute
significantly to the growth and successful operations of the Company will be
eligible to participate in the Program. Each person that the Committee
designates for Participation shall be deemed to be a Senior Executive for
purposes of this Program.
3. DESIGNATION OF PARTICIPATION. From time to the time the Committee, in its
discretion, shall designate Senior Executives of the Company to be eligible to
participate in this Program with respect to the Annual Bonus awarded to each
such Participant for the year covered by the designation ("Designation"). The
Designation shall amount to the grant by the Committee of a Stock Purchase
Right. On or after the Designation Date, the Chairman of the Company or his
designee shall furnish to each Participant a form of Stock Bonus Agreement
which shall offer participation in the Program with respect to the dollar
amount of the Participant's Annual Bonus for the year (the "Announcement
Date"). The form of Stock Bonus Agreement shall be in substantially the form
appended to this Program as Exhibit A.
4. STOCK BONUS ELECTION. A Participant who receives a Designation and who
desires to receive up to 50% of his Annual Bonus as a Stock Bonus shall:
(a) specify in the Stock Bonus Agreement the amount of the Annual Bonus to
be so applied, but not to exceed 50%,
(b) complete the balance of the Stock Bonus Agreement,
(c) sign the Stock Bonus Agreement and
(d) deliver the properly completed and executed Stock Bonus Agreement to
the Secretary of the Company on or before midnight on the Expiration
Date.
The Expiration Date shall be the tenth Business Day following the
Announcement Date. All rights under the Designation shall expire at midnight
Kansas City, Missouri time on the Expiration Date.
A Stock Bonus Election shall entitle the Participant to receive Bonus Shares
for the amount of the Annual Bonus applied to the Election and Matching Shares
equal to 50% of the Bonus Shares.
<PAGE> 3
The Election shall become effective as of the close of business on the
Expiration Date if the Participant has delivered an unrevoked properly
completed Stock Bonus Agreement to the Secretary or the designee of the
Secretary on or before the Expiration Date. Any Stock Bonus Agreement so
delivered shall be revocable by the Participant by delivering written notice of
revocation to the Secretary at any time prior to midnight Kansas City, Missouri
time on the Expiration Date.
5. TRANSFER RESTRICTIONS AND FORFEITURE PROVISIONS. The Bonus Shares and
Matching Shares issued under the Program shall be subject to the Transfer
Restrictions and Forfeiture Provisions set forth in the Stock Bonus Agreement.
6. SHARES COVERED BY THE PROGRAM. A total of 50,000 shares out of the 600,000
shares reserved under the Plan are reserved for issuance under this Program,
subject to the adjustment provisions of the Plan. Pursuant to the provisions
of Section 4(a) of the Plan, only Matching Shares which become fully vested
shall be counted against that limitation.
7. TERM. This Program shall expire at such time as the Committee shall
discontinue the same or the sooner expiration of the Plan.
8. ISSUE OF STOCK CERTIFICATES. The Company shall issue from its Treasury or
from authorized but unissued shares certificates to Participants in the amount
of whole shares of Common Stock for Bonus Shares and Matching Shares.
Certificates covering Matching Shares shall bear the following legend until the
occurrence of the Vesting Date for such shares:
The Shares evidenced by this Certificate have been
issued pursuant to the BUTLER MANUFACTURING COMPANY
RESTRICTED STOCK BONUS PROGRAM of 1996 and a related
agreement ("Agreement") between the Company and the
Registered Holder which restricts the transfer of the
Shares and subjects them to forfeiture to the Company upon
the occurrence of any Forfeiture Event described in the
Agreement. This legend may be removed upon occurrence of the
Vesting Date under the Agreement.
9. ADMINISTRATION. The Program shall be administered by the Committee, which
shall have full power and authority to construe and administer the Program.
Any action taken under the provisions of the Program by the Committee arising
out of or in connection with the administration, construction, or effect of the
Program or any rules adopted thereunder shall, in each case, lie within the
discretion of the Committee and shall be conclusive and binding upon the
Company and upon all Participants, and all persons claiming under or through
any of them.
The members of the Committee, as of the date of the mailing of the Proxy
Statement for the latest annual meeting of stockholders of the Company are
listed in that Proxy Statement under "COMPENSATION AND BENEFITS COMMITTEE."
The Proxy Statement is incorporated into this Prospectus and Program Document
by reference. All members of the Committee are directors of the Company and
each has an address at BMA Tower, P. 0. Box 419917, Penn Valley Park, Kansas
City, Missouri 64141-0917.
<PAGE> 4
10. EXPENSES OF THE PROGRAM. All costs and expenses of the Program shall be
borne by the Company and none of such expense shall be charged to any
Participant.
11. PROSPECTUS. This Program document also constitutes a part of a prospectus
under the Securities Act of 1933. The securities being offered by the
prospectus consist of shares of Common Stock of the Company which may be issued
to Participants under the Program.
12. ERISA. The Program is not subject to any provisions of the Employee
Retirement Income Security Act of 1974.
13. AVAILABLE DOCUMENTS AND INFORMATION
The following documents are incorporated by reference herein:
* The Plan. The descriptions in this document of various provision of the
Plan do not purport to be complete and are qualified in their entirety
by reference to the provisions of the Plan.
* The Company's Annual Report on Form 10-K for the year ended December 31,
1995;
* All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act of 1934 since December 31, 1995;
* The description of the Company's Common Stock and Preferred Share
Purchase Rights contained in its Registration Statements on Form 8-A
dated October 8, 1996; and
* All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such documents.
The above-listed documents are available to Participants without charge,
upon written or oral request, as are the following documents:
* Periodic updates of this Prospectus and the other documents, if
any, which from time to time constitute the prospectus meeting the
requirements of Section 10(a) of the Securities Act of 1933.
* All reports, proxy statements and other communications distributed
by Butler Manufacturing Company generally to its stockholders.
* Copies of the Registration Statement on Form S-8 filed with the
Securities and Exchange Commission which registers the offering of
securities described in this Prospectus, as well as any amendments
thereto.
Requests for any of the above-listed documents should be directed to the
Secretary of the
<PAGE> 5
Company at BMA Tower, Penn Valley Park, P.O. Box 419917, Kansas City, Missouri
64141-0917, telephone (816) 968-3000. Copies of documents publicly filed
with the Securities and Exchange Commission may also be obtained from the
Internet at http://www.sec.gov./cgi-bin/srch-edgar.
14. APPROVAL; EFFECTIVE DATE. This Program shall become effective when
approved by the Committee as of December 17, 1996.
15. AMENDMENT AND TERMINATION. Subject to the provisions of the Plan, this
Program may be amended by the Committee from time to time, and may be
terminated by the Board of Directors or Stockholders, except that any such
action shall not adversely affect any Participant's rights under the Program
that had accrued prior to such amendment or termination. Subject to the
provisions of the Plan, Agreements issued pursuant to this Program may be
amended by or at the direction of the Committee with the consent of the
Participant to such Agreement.
16. DEFINITIONS AND TERMS: Unless otherwise required by the context, the
following terms and the terms set forth in Section 2 of the Plan, when used
in this Program, shall have the meanings set forth in this Section 16 and in
Section 2 of the Plan:
ANNOUNCEMENT DATE: The date the Chairman of the Company or his designee
shall furnish to each Participant a form of Stock Bonus Agreement which shall
offer participation in the Program with respect to the dollar amount of the
Participant's Annual Bonus for the year.
BONUS SHARES: A whole number of shares of the Company's Common Stock which
a Participant elects to purchase, subject to Transfer Restrictions, with up to
50% of the Participant's Annual Bonus, the number of which shall be the cash
amount of the Annual Bonus to be applied toward the purchase of Bonus Shares
divided by the Fair Market Value of the Common Stock as of close of business on
the Election Date.
ANNUAL BONUS: The bonus awarded to a Participant under the Company's
Executive Bonus Program.
COMMITTEE: The Committee which administers the Plan.
DESIGNATION. A designation of eligibility to participate in the Program as
contemplated by Section 3.
DESIGNATION DATE. Date the Committee makes a Designation or such
subsequent date as the Committee specifies in the Designation as the effective
date of the Designation.
ELECTION DATE. The effective date of an election to participate, which
shall be the Expiration Date with respect to an unrevoked and properly
delivered, completed and signed Stock Bonus Agreement.
EXPIRATION DATE. Date of expiration of rights granted under a
Designation.
<PAGE> 6
FORFEITURE EVENT. An event, the occurrence of which will cause a
forfeiture of Matching Shares under a Stock Bonus Agreement.
FORFEITURE PROVISION. Provision contained in a Stock Bonus Agreement
which directs the forfeiture of Matching Shares upon the occurrence of a
Forfeiture Event.
MATCHING SHARES: A whole number of shares of the Company's Common Stock
which a Participant shall receive, subject to Transfer Restrictions and
Forfeiture Provisions, under a Stock Bonus Agreement, in an amount equal to one
half of the Bonus Shares purchased under the Stock Bonus Agreement.
PARTICIPANT: A Senior Executive selected by the Committee in accordance
with the terms of the Plan to participate in the Program.
PLAN: The Stock Incentive Plan of 1996.
PROGRAM: The Butler Manufacturing Company Restricted Stock Bonus Program
of 1996 as herein set forth.
PROGRAM DOCUMENT: This document, each Stock Bonus Agreement and the Plan.
SECTION 83(B) ELECTION. The election of a Participant to include in the
Participant's gross income under the Code for the taxable year in which a Stock
Bonus Election is made the fair market value (as defined under the Code) of the
Matching Shares as of the Election Date without regard to any Transfer
Restriction or Forfeiture Provision, made in writing in accordance with IRS
regulations not later than 30 days after the Election Date.
STOCK BONUS: The grant by the Company to a Participant of a Stock Bonus
consisting of Bonus Shares and Matching Shares pursuant to the terms of a
Stock Bonus Agreement.
STOCK BONUS AGREEMENT: The Award Agreement between the Company and a
Participant with respect to the Participant's acquisition of Bonus Shares and
Matching Shares under the Program as evidenced by a properly executed and
delivered Stock Bonus Election and the Terms of the Program and the Plan.
STOCK BONUS ELECTION: The written election of a Participant to apply up to
50% of the Participant's Annual Bonus for the purchase of Bonus Shares
delivered to the Secretary of the Company in the form specified by the
Committee.
STOCK PURCHASE RIGHT: A Stock Purchase Right as contemplated by the Plan
and granted under the Program which entitles a Participant to purchase Bonus
Shares and acquire Matching Shares pursuant to a Stock Bonus Election.
TRANSFER RESTRICTION: A provision of a Stock Bonus Agreement pursuant to
which the Participant agrees not to voluntarily transfer Bonus Shares until the
Vesting Date.
VESTING DATE: Date Matching Shares become fully vested prior to a
Forfeiture Event.
<PAGE> 7
CERTIFICATION
The undersigned Secretary of Butler Manufacturing Company, hereby
certifies that as of this 17th day of December, 1996, the foregoing is a true
copy of the Butler Manufacturing Company Restricted Stock Bonus Program of
1996, as amended (the "Program"), that the Program is in effect, and that the
same has been duly adopted by the Committee in accordance with the terms of the
Butler Manufacturing Company Stock Incentive Plan of 1966, as amended, the
Certificate of Incorporation and Bylaws of the Company and the applicable laws
of the State of Delaware.
_____________________
Richard O. Ballentine
Vice President, Secretary and
General Counsel
<PAGE> 8
EXHIBIT A
STOCK BONUS AGREEMENT
(and Part of a Prospectus)
TO:
FROM: Bob West
DATE: January 21, 1997 (THE "ANNOUNCEMENT DATE")
RE: BUTLER MANUFACTURING COMPANY RESTRICTED STOCK BONUS PROGRAM OF 1996,
copy of which is being delivered with this Agreement (the "Program").
I am pleased to advise you that the Compensation and Benefits Committee of
the Board of Directors has selected you to participate in the Program on the
terms of this Agreement, the Program and the Butler Manufacturing Company Stock
Incentive Plan of 1996 (the "Plan"). Under this Agreement you may make a Stock
Bonus Election to convert up to 50% of your Annual Bonus (as shown below) to a
Stock Bonus. Under a Stock Bonus you may receive a portion of your Annual
Bonus for 1996 in Bonus Shares and Matching Shares.
Announcement Date: Date shown above.
Your Annual Bonus: $_______.
Expiration Date: tenth Business Day following the
Announcement Date (February 4, 1997).
YOU MAY MAKE A STOCK BONUS ELECTION ONLY BY PROPERLY COMPLETING, SIGNING
AND RETURNING THIS AGREEMENT TO THE SECRETARY ON OR BEFORE MIDNIGHT, KANSAS
CITY, MISSOURI TIME, ON THE EXPIRATION DATE SPECIFIED ABOVE. Your Stock Bonus
Election will become effective as of the close of Business on the Expiration
Date if you have delivered this Agreement properly signed and completed to the
office of the Secretary, and have not revoked the election, on or before the
Expiration Date (the "Election Date"). You may revoke a prior delivered
Election only by delivering a written notice of revocation to the Secretary on
or before Midnight on the Election Date.
For definitions of capitalized terms in this Agreement see Section 16 of
the Program.
<PAGE> 9
1. BONUS SHARES YOU WILL RECEIVE. The number of Bonus Shares that you will
receive under your Stock Bonus Election shall be a whole number equal to (a)
the dollar amount of the Annual Bonus you choose to apply to the Stock Bonus
Election as shown immediately above your signature on this Agreement (not to
exceed 50% of the Annual Bonus) divided by (b) the closing sales price of a
share of Common Stock as reported by the NYSE on the Expiration Date. Any
fraction will be paid in cash as a part of your Annual Bonus.
2. NUMBER OF MATCHING SHARES. The number of Matching Shares you will
receive shall be a whole number (rounded up) equal to one half of the number
of Bonus Shares.
3. ISSUE OF SHARE CERTIFICATES. The Matching Shares and the Bonus Shares
will be issued in your name as soon as may be practicable following the
Election Date. Certificates for the Bonus Shares will be delivered to you
subject to a Transfer Restriction only. A certificate covering the Matching
Shares will be delivered to the Secretary of the Company subject to a Transfer
Restriction and a Forfeiture Provision and containing a legend referring to
those Restrictions and Provisions (the "Legend"). You will deliver with this
Agreement a properly completed stock power in blank that will authorize the
Secretary to transfer to the Company the Matching Shares covered by the
Certificate for the Matching Shares upon the occurrence of a Forfeiture Event.
Upon the lapse of the Transfer Restrictions and Forfeiture Provisions on the
Matching Shares, the Secretary shall deliver to you the Certificate covering
the Matching Shares together with written instructions to the Transfer Agent
for the Common Stock to remove the legend.
4. VESTING AND FORFEITURE: Matching Shares will become fully vested on the
earlier of (a) the third anniversary of the Election Date or (b) the date of a
Change-in-Control (the "Vesting Date"); provided, however all Matching Shares
subject to this Agreement shall be forfeited to the Company in the event that
prior to the Vesting Date (i) your employment with the Company terminates for
any reason other than retirement, permanent and total disability, or death or
(ii) any of the Bonus Shares subject to this Agreement are transferred by you
in violation of the Transfer Restriction ("Forfeiture Event").
5. TRANSFER RESTRICTIONS. You agree that prior to the Vesting Date you
will not voluntarily sell, assign, pledge, hypothecate or otherwise transfer
any of the Bonus or Matching Shares, except by operation of law and except to a
trust for your benefit with respect to which you have during your life the sole
voting and dispositive power over, and sole beneficial interest in the economic
incidents of ownership of, the Shares contributed to such Trust.
The Company believes that your Stock Purchase Election will be exempt from
the short swing profits provisions of Section 16 of the Exchange Act. However
you will be required to report the acquisition of the Matching and Bonus Shares
on your next Form 5.
So long as you are an affiliate of the Company and for a period of three
months thereafter you will also be required to effect any public sales of the
Shares that are not otherwise restricted by the Transfer Restrictions and
Forfeiture Provisions in accordance with the provisions of SEC Rule 144.
6. VOTING, DIVIDENDS AND OTHER STOCK RIGHTS. Upon issuance of Bonus and
Matching shares in your name, you will enjoy all rights of a stockholder,
including voting, dividend and other stock rights, subject only to the Transfer
Restriction and Forfeiture Provisions.
7. TAX CONSEQUENCES. Set forth below is a brief description of certain
significant United States Federal income tax consequences of a Stock Bonus
Election, under existing law as of the most recent April 1. It applies
primarily if you are a citizen or resident alien of the United States whose tax
home or abode is in the United States. The discussion is based on the Internal
Revenue Code of 1986, as amended (the "Code") and applicable regulations
thereunder in effect on the Designation Date. Any subsequent changes in the
Code or those regulations may affect the accuracy of this discussion. In
addition, this discussion does not consider any state, local or foreign tax
consequences or any circumstances that are unique to you that may affect the
accuracy or applicability of this discussion.
The BONUS SHARES you receive under a Stock Bonus Election will subject you
to tax at ordinary income rates on the fair market value of the Bonus Shares at
the Election Date. HOWEVER, the MATCHING SHARES that you receive under a Stock
Bonus Election will subject you to tax at ordinary income rates on the fair
market value of the Matching Shares AT the time the stock is either
transferable or is no longer subject to forfeiture, which will ordinarily be
THE VESTING DATE. The Company will receive a tax
<PAGE> 10
deduction with respect to the amount of income recognized by you on the Bonus
Shares and the Matching Shares.
Under the Code you are entitled to make a Section 83(b) Election and be
currently taxed on the fair market value of the Matching Shares in the taxable
year in which the Election Date occurs. If you choose to make that Election
and the Matching Shares are forfeited due to the occurrence of a Forfeiture
Event, then current provisions of the Code do not entitle you to a
corresponding deduction or capital loss with respect to the amount of taxes
paid with respect to the Matching Shares and the Company will have no liability
with respect thereto even though it may have enjoyed a tax deduction in the
amount covered by your Section 83(b) Election. If you choose to make a Section
83(b) Election, make a check mark in the appropriate blank space indicated below
for that choice and the Company will provide you with the necessary form. THIS
IS A MATTER THAT YOU SHOULD DISCUSS WITH YOUR TAX ADVISOR.
The holding period to determine whether you will have long-term or
short-term capital gain or loss upon sale of Shares begins on the Election Date
for Bonus Shares and on the Vesting Date for Matching Shares [or upon the
Election Date for the Matching Shares, if you make a Section 83(b) Election].
Under Section 162(m) of the Code, certain compensation payments in excess
of $1 million are subject to a limitation on deductibility for the Company.
This limitation on deductibility applies with respect to that portion of a
compensation payment for a taxable year in excess of $1 million to either the
chief executive officer of the Company or any one of the other four highest
paid executive officers who are employed by the Company on the last day of the
taxable year.
Under certain circumstances, accelerated vesting of Matching Shares in
connection with a "change in control" of the Company might be deemed an "excess
parachute payment" for purposes of the golden parachute tax provisions of
Section 280G of the Code. To the extent it is so considered, you may be
subject to a 20% excise tax and the Company may be denied a tax deduction.
8. WITHHOLDING TAXES. The Company will withhold, as of the date of your
Stock Bonus Election, all federal, state and local income taxes generated by
such Election in the taxable year in which the Election is made and which the
Company is required to withhold. If a Section 83(b) Election is made, the
amount of income you will be required to include in your gross income for
Federal Income Tax purposes will be the full amount of your Annual Bonus plus
the fair market value of the Matching Shares on the Election Date. If a Section
83(b) Election is not made, the amount of income you will be required to
include in your gross income for Federal Income Tax purposes will be the full
amount of your Annual Bonus. No withholding may be satisfied by the
withholding of Bonus Shares or Matching Shares or the delivery of pre-owned
shares, except that, if you do not make a Section 83(b) Election, then you may
satisfy withholding taxes on the Matching Shares for the taxable year in which
the Vesting Date occurs by delivering to the Company pre-owned shares to
satisfy the withholding taxes.
9. CONSULT YOUR TAX ADVISOR. The discussion in this Agreement and Program
Document of the effects of Federal income taxation is merely a general
discussion. It is not intended to be relied upon by you in determining the
income tax consequences of making a Stock Bonus Election or Section 83(b)
Election or of disposing of the stock so acquired. State and local income
tax rules which may apply are not discussed. Because the applicability of the
tax laws will depend upon a number of factors personal to you and because of the
complexity of the income tax laws and regulations relating to this subject, it
is suggested that you consult with your tax advisor prior to (a) the making of a
Stock Bonus Election, (b) the making of a Section 83(b) Election or (c) making a
subsequent disposition of Matching or Bonus shares acquired.
10. PROSPECTUS. This Agreement also constitutes a part of a prospectus
under the Securities Act of 1933. The securities being offered by the
prospectus consist of shares of Common Stock of the Company which may be issued
to Participants under the Program. See Section 13 of the Program with respect
to documents available under the Registration Statement for the shares of
Common Stock covered by the Prospectus.
<PAGE> 11
11. RECEIPT OF DOCUMENTS. It is agreed that you have received copies of
the Plan, the Program, and the Company's most current Annual Report to
Stockholders. You also agree that copies of those documents and additional
documents and information referred to in this Agreement and in the Program are
available from the Corporate Secretary at the principal offices of the Company,
BMA Tower (P.O. Box 419917), Penn Valley Park, Kansas City, Missouri
64141-0917, and at the office of the Securities and Exchange Commission. See
"Available Information" in the Program.
12. MISCELLANEOUS. This Agreement shall inure to the benefit of and be
binding upon the Company, its successors and assigns and upon you and your
heirs, executors, administrators, successors, assigns and legal
representatives. All elections, notices, requests and other communications
shall be in writing and shall be deemed to have been duly given when delivered
by hand, by telecopy or mailed by First Class, Certified Mail, Return Receipt
Requested, with postage prepaid and addressed (a) if to you, at your office
with the Company or at such other address as you may specify in writing to the
Company and (b) if to the Company, to the office of the Secretary of the
Company. If any provision of this Agreement shall, for any reason, be adjudged
by any court of competent jurisdiction to be invalid or unenforceable, such
judgment shall not affect, impair or invalidate the remainder of this
Agreement, but shall be confined in its operation to the provision of this
Agreement determined invalid or unenforceable. This Agreement shall be
governed, interpreted, and enforced in accordance with the laws of the State of
Missouri and the corporate laws of the State of Delaware, including the
provisions of the Delaware General Corporation Code. The rights, covenants,
and obligations made in this Agreement are assignable by the Company but may
not be assigned by you, except by operation of law, and except as otherwise
provided herein, without the signed, written consent of both parties.
If the above terms are satisfactory to you and you wish to make a Stock
Bonus Election for up to 50% of your Annual Bonus, then please complete the
items shown below, sign where indicated and return the same to Dick Ballentine
on or before the Expiration Date.
_________________
Robert H. West
Chairman
<PAGE> 12
I agree with the above and hereby make a Stock Bonus Election as to
$_________ of my Annual Bonus for 1996. I understand that I may revoke this
election by delivering a written notice of revocation to Dick Ballentine,
Corporate Secretary on or before midnight of the Election Date.
I do ___ do not ___ wish to make a Section 83(b) Election.
I acknowledge receipt of a copy of all the Program Documents and a copy of
the latest Annual Report of the Company to its Stockholders.
Signature of Participant:
__________________________
Name: ___________________
Title: ___________________
Date: ___________________
The undersigned Secretary of Butler Manufacturing Company hereby
acknowledges receipt of the foregoing Stock Bonus Election on this ____ day of
__________, 19__.
______________________
Richard O. Ballentine,
Financial Review
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Company sales for 1996 were $870 million compared with $827 million in 1995,
an increase of 5.2%. Revenues of the Building Systems Segment decreased
slightly as compared with the prior year while the Construction Services and
Other Building Products segments both attained higher revenues.
Sales in the Building Systems Segment were $583 million in 1996 compared with
$586 million in 1995. Sales increases were recorded by Butler Building Systems
Limited, the company's United Kingdom subsidiary which had particular success
with sales to large strategic alliance customers, and by Butler Real Estate,
Inc., the company's build-to-suit-to-lease real estate development operation.
Revenues of the domestic metal buildings business were about even with the
previous year while revenues of wood frame building systems declined, due
primarily to severe winter weather which slowed construction.
The Construction Services Segment reported sales of $167 million in 1996
compared to $121 million in 1995, an increase of 38%, due primarily to
increased construction activity with strategic alliance accounts.
Sales in the Other Building Products Segment were $164 million in 1996 and
$147 million in 1995, an increase of 11.6%. Greater demand for engineered
curtain wall products and the addition of the new Skywall product line
contributed to the increase in sales. Grain Systems' sales increased 36% over
1995 as demand was strong in commercial, on-farm, and export markets.
The company's consolidated sales in 1995 were $827 million compared to $692
million in 1994, an increase of 19.5%. The Building Systems Segment was the
primary contributor to the increase in 1995 revenue due to generally higher
levels of market demand in the domestic metal building business and the real
estate subsidiary. The Other Building Products Segment reported sales in 1995
of $147 million as compared to $123 million in 1994, primarily due to
increased demand for products of the Vistawall Division.
Gross profit in 1996 was $156 million or 17.9% of sales compared to $151
million or 18.3% of sales in 1995. Slightly increased margins as a percentage
of sales in the Building Systems Segment and in the Grain Systems business
were offset by lower margins in Construction Services, the latter due to cost
overruns incurred on specific projects. The dollar increase in gross profits
was due primarily to greater sales volume in the Construction Services Segment
and Grain Systems Division.
The company generally values its inventories at the lower of cost or market.
During 1996, increasing inventory levels were offset by lower prices causing
no significant change in the current year LIFO provision.
Gross profit was $120 million or 17.3% of sales in 1994. Gross profit improved
in 1995 due to greater sales volume and improved pricing in the Building
Systems and Other Building Products segments and an improved nonresidential
construction market. During 1995 rising prices partially offset by decreasing
inventory levels resulted in a $2.1 million increase in the required LIFO
provision.
Selling, general, and administrative expenses were $107 million in 1996
compared to $103 million in 1995 or 12.2% and 12.5% of 1996 and 1995 sales,
respectively. The dollar increase in selling, general, and administrative
expenses was in the Construction Services Segment, to support strategic
alliance and international business development, and in the Other Building
Products Segment to support the increased sales volume and new product
marketing.
In 1994 selling, general, and administrative expenses were $87 million or
12.6% of sales. Selling, general, and administrative expenses as a percent of
sales in 1994 was comparable to 1995. Decreases in the percentage in the
Building Systems and Other Building Products segments were offset by increases
in Construction Services, the latter due to investments in sales, service, and
project management personnel.
Page 14
<PAGE>
In 1996 the company recorded net other income of $.9 million compared with
expense of $1.4 million in 1995. The favorable variance between years was due
to rental income earned on several real estate development projects and the
sale of real estate related to the company's former Walker Division sold in
1993, both partially offset by the write-off of the company's investment in
Butler Japan Inc., a Japanese joint venture which will be dissolved in 1997.
In 1995 the company recorded net other expense of $1.4 million compared to net
other expense of $.9 million in 1994. Earnings realized from the Saudi
Building Systems joint venture were $.4 million less in 1995 compared to 1994.
Interest expense in 1996 increased to $4.3 million from $4.1 million in 1995
due to greater domestic short-term borrowings to support working capital
needs. Interest expense increased $.2 million from 1994 to 1995 due to a full
year's interest expense on the $35 million private placement notes issue in
1994, and interest on the San Marcos Industrial Revenue Bonds issued during
1995.
The company's effective tax rates were 44% in 1996, 44.6% in 1995, and 46.4%
in 1994. The tax rates were higher than statutory rates in all three years
primarily due to nondeductible operating losses incurred by the European metal
building subsidiary and other international start-up operations.
Liquidity and Capital Resources
The company's cash balance decreased $5.2 million in 1996 compared to an
increase of $2 million in 1995 and a decrease of $9.6 million in 1994.
Principal sources of cash in 1996 were earnings and depreciation which
generated $35.5 million. Principal uses of funds in 1996 were capital
expenditures of $22.7 million, increased working capital net of short-term
debt of $11.8 million, and dividend payments of $3.2 million.
In 1995 the company acquired the translucent panel systems assets of Skywall,
Inc. for $1 million cash and the assumption of $1.2 million debt. In 1994 the
company paid $8.5 million in taxes related to the sale of the Walker Division
in 1993.
Cash flow from operations was $24.4 million in 1996 compared with $19.1
million in 1995 and $9.7 million in 1994. In 1996, 1995, and 1994 working
capital increased to accommodate the higher sales levels. The company's total
debt to total capital ratio was 26.1% in 1996, compared with 31.5% in 1995 and
35.1% in 1994.
The company maintains $50 million in committed credit lines from four banking
institutions to meet the needs of both the company and the company's
subsidiaries. As of December 31, 1996 $9 million of the credit line was
utilized to provide a bank letter of credit arrangement to secure insurance
obligations.
Butler Building Systems Limited maintains a separate bank line of credit of
approximately $2.5 million at current exchange rates. In 1995 and 1994 the
company invested cash of $4.3 million and $2.1 million, respectively, in its
European operations to reduce debt and increase equity.
In April, 1995 the company obtained $6.3 million of Industrial Revenue Bond
financing to fund the expansion of its San Marcos, Texas facility. As of
December 31, 1996 all of the $6.3 million in proceeds had been drawn upon. The
bonds are secured by a bank letter of credit.
Capital expenditures were $22.7 million in both 1996 and 1995 and $13.7
million in 1994. The majority of expenditures in 1996, 1995, and 1994 were
used to increase capacity in both the domestic and international metal
building systems businesses. Investments in the company's Chinese subsidiary,
Butler (Shanghai) Inc., were $6.9 million and $4.1 million in 1996 and 1995,
respectively. An additional $3.7 million in 1996 was invested in Butler do
Brasil Limitada, the company's South American subsidiary.
Page 15
<PAGE>
In 1995 the company's Board of Directors approved a 500,000 share stock
repurchase authorization for its common stock, replacing the previous
authorization granted in 1989. The company repurchased 87,822 of its common
shares in 1996, 194,301 shares in 1995, and 23,853 shares in 1994. Shares
repurchased in all three years were used for stock options or were deposited
in the company's treasury. The company issued 84,349, 454,366, and 245,252
treasury shares in connection with stock option exercises in 1996, 1995, and
1994, respectively.
In June, 1995 the Board of Directors approved a 3-for-2 stock split. The stock
split was paid July 17, 1995 to shareholders of record on June 30, 1995.
The company believes that working capital needs and capital requirements for
the foreseeable future can be met by funds from operations and current credit
arrangements.
Other
The U.S. inflation rate grew at a moderate pace in 1996. The company accounts
for inventory at LIFO cost, which in general allows for current earnings to
approximate the earnings which would be reported if measured in terms of
current value dollars.
There are no pending accounting pronouncements that will have a significant
effect on the company's consolidated financial statements.
Outlook
A number of economic indicators remain positive for 1997. Growth may slow
domestically due to the maturity of the business cycle, nevertheless the
company is well positioned in the domestic markets it serves. In addition,
continued expansion into the metal buildings business internationally,
primarily in Asia and Latin America, is expected to soften the impact of any
domestic economic decline. The growth in strategic alliances with major
corporations is another factor that may lessen the effect of an economic
slowdown on the company's operations. Finally, the company's systems approach
to construction solutions continues to gain share of the total nonresidential
market.
Order backlog at the end of 1996 remained strong at $253 million. Higher
margin product backlog increased 27% while lower margin construction backlog
declined 51% compared to a year ago, the latter primarily due to greater
selectivity in the construction projects being pursued.
Forward Looking Information
This Report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, which may include statements
concerning projection of revenues, income or loss, capital expenditures,
capital structure, or other financial items, statements regarding the plans
and objectives of management for future operations, statements of future
economic performance, statements of the assumptions underlying or relating to
any of the foregoing statements, and other statements which are other than
statements of historical fact. These statements appear in a number of places
in this Report and include statements regarding the intent, belief, or current
expectations of the company and its management with respect to (i) the cost
and timing of the completion of new or expanded facilities, (ii) the company's
competitive position, (iii) the supply and price of materials used by the
company, (iv) the demand and price for the company's products and services, or
(v) other trends affecting the company's financial condition or results of
operations. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially as a result of these various
factors.
Page 16
<PAGE>
<TABLE>
Consolidated Statements of Earnings and Retained Earnings
<CAPTION>
(Thousands of dollars, except per share amounts)
Years ended December 31 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Net sales $870,162 $826,538 $692,190
Cost of sales 714,116 675,671 572,227
-------- -------- --------
Gross profit 156,046 150,867 119,963
Selling, general, and
administrative expenses 106,548 103,093 86,506
-------- -------- --------
Operating income 49,498 47,774 33,457
Other income (expense):
International joint venture income (loss) (137) 563 998
Interest and finance charges earned 440 437 403
Sundry, net 547 (2,365) (2,302)
-------- -------- --------
850 (1,365) (901)
-------- -------- --------
Operating and other income 50,348 46,409 32,556
Interest expense 4,344 4,100 3,895
-------- -------- --------
Pretax earnings 46,004 42,309 28,661
Income taxes 20,241 18,877 13,306
-------- -------- --------
Net earnings 25,763 23,432 15,355
Retained earnings at beginning of year 119,395 99,579 86,332
-------- -------- --------
145,158 123,011 101,687
Dividends declared:
Common stock, $.44, $.37, and
$.13 per share (3,335) (2,750) (972)
Net change in retained earnings due to
treasury stock transactions 77 (866) (1,136)
-------- -------- --------
Retained earnings at end of year $141,900 $119,395 $ 99,579
======== ======== ========
Earnings per common share $ 3.35 $ 3.07 $ 2.09
======== ======== ========
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
Page 17
<PAGE>
<TABLE>
Consolidated Balance Sheets
<CAPTION>
(Thousands of dollars)
At December 31 1996 1995
-------- --------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 2,013 $ 7,253
Receivables:
Trade 107,480 90,401
Other 5,574 3,104
-------- --------
113,054 93,505
Less allowance for possible losses 2,918 2,348
-------- --------
Net receivables 110,136 91,157
Inventories 60,090 51,168
Real estate developments in progress 33,803 20,123
Deferred tax assets 8,878 8,348
Other current assets 7,141 9,254
-------- --------
Total current assets 222,061 187,303
-------- --------
Investments and other assets 24,701 18,899
Assets held for sale 13,260 13,260
Property, plant, and equipment, at cost:
Land 4,971 3,794
Buildings 56,749 52,987
Machinery, tools, and equipment 126,259 115,358
Office furniture and fixtures 38,095 32,837
Transportation equipment 1,977 1,445
-------- --------
228,051 206,421
Less accumulated depreciation 150,653 143,014
-------- --------
Net property, plant, and equipment 77,398 63,407
-------- --------
$337,420 $282,869
======== ========
See Accompanying Notes to Consolidated Financial Statements.
Page 18
<PAGE>
<CAPTION>
At December 31 1996 1995
-------- --------
<S> <C> <C>
Liabilities and Shareholders' Equity
Current liabilities:
Notes payable to banks $ 9,237 $ 2,553
Current maturities of long-term debt 5,464 4,451
Accounts payable 74,549 53,047
Dividends payable 907 756
Accrued taxes and other expenses 36,051 37,401
Accrued payroll and pension expense 15,456 14,573
Billings in excess of costs and estimated earnings 10,715 7,188
Taxes on income 8,500 6,163
-------- --------
Total current liabilities 160,879 126,132
-------- --------
Deferred tax liabilities 3,837 2,582
Other noncurrent liabilities 9,865 9,119
Long-term debt, less current maturities 38,397 42,613
Shareholders' equity:
Common stock, no par value, authorized 20,000,000
shares, issued 9,088,200 shares, at stated value 12,623 12,623
Foreign currency translation adjustment 551 154
Retained earnings 141,900 119,395
-------- --------
155,074 132,172
Less cost of common stock in treasury, 1,526,735
shares in 1996 and 1,523,262 shares in 1995 30,632 29,749
-------- --------
Total shareholders' equity 124,442 102,423
Commitments and contingencies
-------- --------
$337,420 $282,869
======== ========
</TABLE>
Page 19
<PAGE>
<TABLE>
Consolidated Statements of Cash Flows
<CAPTION>
(Thousands of dollars)
Years ended December 31 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 25,763 $ 23,432 $ 15,355
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 9,737 8,861 7,776
Equity in (earnings) loss of
international joint ventures 720 (91) (495)
Change in assets and liabilities,
net of sale or purchase of new businesses:
Receivables (18,979) 4,120 (34,477)
Inventories (8,922) 8,123 (21,480)
Real estate developments in progress (13,680) (4,138) (12,998)
Deferred taxes 725 (2,913) (238)
Other current assets 2,113 (3,583) (1,480)
Current liabilities excluding
short-term debt 26,899 (14,677) 57,719
-------- -------- --------
Net cash provided by
operating activities 24,376 19,134 9,682
-------- -------- --------
Cash flows from investing activities:
Capital expenditures (22,670) (22,663) (13,663)
Cash paid on sale of business - - (8,651)
Acquisition of new businesses (805) (994) -
Net change in other noncurrent assets (6,275) 1,811 119
Distributions from international
joint ventures - 800 1,000
-------- -------- --------
Net cash used by investing activities (29,750) (21,046) (21,195)
-------- -------- --------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 771 5,516 35,490
Repayment of long-term debt (5,384) (4,248) (25,572)
Net change in short-term debt 7,597 4,220 (10,380)
Dividends paid (3,184) (2,481) (485)
Sale and issuance of treasury stock 1,660 8,616 3,442
Purchase of treasury stock (2,543) (5,071) (443)
Net change in other noncurrent liabilities 820 (2,631) (119)
-------- -------- --------
Net cash provided (used) by
financing activities (263) 3,921 1,933
Effect of exchange rate changes 397 (40) 11
-------- -------- --------
Net change in cash and cash equivalents (5,240) 1,969 (9,569)
Cash and cash equivalents at beginning of year 7,253 5,284 14,853
-------- -------- --------
Cash and cash equivalents at end of year $ 2,013 $ 7,253 $ 5,284
======== ======== ========
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
Page 20
<PAGE>
Notes to Consolidated Financial Statements
Significant Accounting Policies
Principles of Consolidation. The consolidated financial statements include all
subsidiaries which are more than 50% owned. Corporations in which the company
has stock ownership up to but not over 50% are accounted for using the equity
method. All significant intercompany profits, account balances, and
transactions are eliminated in consolidation.
Management of the company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these consolidated financial
statements in conformity with generally accepted accounting principles. Actual
results could differ from those estimates.
Cash and Cash Equivalents. Cash and cash equivalents are defined as all demand
deposits and overnight investments.
Inventories. Inventories are valued at the lower of cost or market. The last-
in, first-out (LIFO) method of determining cost is used for substantially all
domestic inventories. If the first-in, first-out method had been used for all
locations, inventories would have been $11.3 million, $11.5 million, and $9.4
million higher than those reported at December 31, 1996, 1995, and 1994,
respectively.
The use of the LIFO method increased net earnings by $.1 million ($.01 per
share) in 1996 and decreased net earnings by $1.1 million ($.15 per share) in
1995 and $1.1 million ($.15 per share) in 1994.
<TABLE>
Inventories by Component
<CAPTION>
(Thousands of dollars) 1996 1995
------- -------
<S> <C> <C>
Raw materials $37,292 $31,735
Work in process 6,460 5,696
Finished goods 27,590 25,190
------- -------
71,342 62,621
LIFO reserve (11,252) (11,453)
------- -------
$60,090 $51,168
======= =======
</TABLE>
Property, Plant, and Equipment. Depreciation is calculated using the straight-
line method over the estimated useful lives of the assets. Expenditures for
maintenance and repairs are charged to expense as incurred. Upon sale or
retirement of assets, the cost and the accumulated depreciation amounts are
removed from the accounts.
Long-Lived Assets. In 1996, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 121, "Accounting for Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", requiring
long-lived assets to be reviewed for impairment and reflect the effect of any
impairment in the carrying amount of the asset. The adoption of this standard
by the company in 1996 had no effect on the company's financial statements.
Research and Development Costs. Costs incurred in the creation and start-up of
new products or changes of existing products are charged to expense as
incurred. The company expended $2.7 million of research and development costs
in 1996, $2.5 million in 1995, and $2.2 million in 1994.
Stock Option Plans. In October, 1995 the Financial Accounting Standards Board
issued Financial Accounting Standard No. 123, "Accounting for Stock-Based
Compensation" (SFAS 123), effective for the company's fiscal year beginning in
1996. SFAS 123 establishes a fair value-based method of accounting for stock
compensation plans. The company has chosen to adopt the disclosure
requirements of SFAS 123, and continue to record stock compensation in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" (APB 25). Under APB 25 no charges are made to
earnings in accounting for stock options granted because all options are
granted at fair market value. If the amounts received when options are
exercised are different than the carrying value of treasury stock issued, the
difference is recorded in retained earnings.
Page 21
<PAGE>
Deferred Charges. Incremental costs related to the development of major
computer programs expected to reduce costs in future periods have been
capitalized, are included in "Investments and other assets" in the
consolidated balance sheets ($7.1 million and $4.6 million at December 31,
1996 and 1995, respectively), and are being amortized on a straight-line basis
over periods not exceeding seven years ($1 million in 1996 and $.9 million in
1995).
Earnings Per Share. Earnings per common share are based upon the average
common and common equivalent shares outstanding during each year. Employee
stock options are the company's only common stock equivalents; there are no
other potentially dilutive securities. Earnings per common share were based on
7,692,803, 7,629,816, and 7,354,173 common equivalent shares for the years
1996, 1995, and 1994, respectively. The 1994 per share and common equivalent
share amounts have been restated to reflect the effect of the June, 1995 3-
for-2 stock split.
Foreign Currency Translation. The value of the U.S. dollar fluctuates on
foreign currency exchanges which creates exchange gains or losses on the
company's international investments.
These investments and the related equity earnings (loss) are translated into
U.S. dollars at year-end and average exchange rates, respectively. The gains
or losses that result from translation are shown in the shareholders' equity
section of the consolidated balance sheets. Foreign currency exchange
transaction gains or losses for 1996, 1995, and 1994 were insignificant.
Financial Instruments. The fair value of long-term debt is determined by
comparing interest rates for debt with similar terms and maturities. At
December 31, 1996 and 1995 the fair value of the company's long-term debt was
not materially different than its carrying value. Other financial instruments,
consisting of cash and cash equivalents, net receivables, notes payable, and
accounts payable are carried at cost, which approximates fair value, as a
result of the short-term nature of these instruments.
The company has entered into derivative transactions for purposes other than
trading as a means of managing risk of loss of underlying assets. Aluminum
metal hedge contracts of less than one year's duration are utilized to hedge
architectural aluminum product backlog against losses caused by changes in
aluminum costs. Certain foreign currency forward contracts of less than one
year's duration are used to hedge the company's foreign currency exposure. The
fair values of open aluminum metal hedge contracts and foreign currency hedges
at December 31, 1996 and 1995 were immaterial.
The company has no significant off-balance sheet risks or concentrations of
credit.
Construction Contracts. The company recognizes earnings on construction
contracts using the percentage of completion method based upon its estimate of
the completion of each project. Costs and estimated earnings in excess of
billings at December 31, 1996 and 1995 were $1.7 million and $2 million,
respectively, and are reflected in the consolidated balance sheets under the
caption "Inventories." Total receivables due under construction contracts,
which are included as trade receivables, were $27.2 million and $23.9 million
at December 31, 1996 and 1995, respectively. Included in the contract
receivables were $5 million and $2.1 million at December 31, 1996 and 1995,
respectively, for amounts billed but not collected pursuant to retainage
provisions. These amounts are due upon completion of the contracts.
Acquisition of New Businesses. In December, 1996 the company purchased a 90%
interest in Beker Kft for cash and a deferred payment. The consideration paid
was immaterial to the financial statements.
In June, 1995 the company purchased certain assets of Skywall, Inc. for $1
million in cash and $1.2 million in notes, payable in five annual installments
through 2000. The results of the Skywall operation have been included in the
consolidated results of the company since acquisition with an immaterial
impact on net sales and net earnings.
Page 22
<PAGE>
All acquisitions to date have been accounted for as purchases. The excess of
cost over net assets of businesses acquired, which is classified as
"Investments and other assets" in the consolidated balance sheets, is being
amortized over twenty years or less, and at December 31, 1996 was not
material.
Sale and Dissolution of Businesses. In December, 1996 the company recorded a
$.6 million pretax loss resulting from Butler Japan, Inc. discontinuing its
business. The company also recognized a $.2 million tax benefit relating to
the write-off of this investment.
Real Estate Subsidiaries. Butler Real Estate, Inc. (BRE) is a wholly-owned
subsidiary providing real estate development services in cooperation with
Butler dealers. In 1996, 1995, and 1994 BRE generated net earnings of
$2.2 million, $1.6 million, and $.3 million, respectively, from project
related activities.
In a separate activity, BMC Real Estate, Inc. (BMCRE) participates in land
development joint ventures which are accounted for using the equity method. At
December 31, 1996 the company guaranteed $.3 million of joint venture
borrowings. BMCRE also owns land for development which is included in "Assets
held for sale" in the consolidated balance sheets with a net carrying value of
$9.9 million at December 31, 1996 and 1995. Management believes the recovery
of its investment in this property may take several years and that the
ultimate realizable value approximates the carrying value.
International Joint Venture Operations. The company had interests in two
international joint ventures in 1996. The ventures, Saudi Building Systems
(30%-owned), and Butler Japan, Inc. (45%-owned), are involved in the design,
manufacture, and/or marketing of pre-engineered metal buildings for
nonresidential use in their respective markets.
The company provided for the write-off of its investment in Butler Japan, Inc.
at December 31, 1996 due to its pending dissolution in 1997.
The financial results of the joint ventures are reported using the equity
method of accounting. Total net sales of the joint ventures in 1996, 1995, and
1994 were $29.3 million, $32 million, and $32.6 million, respectively. The
joint ventures' operating earnings in 1996, 1995, and 1994 were $.4 million,
$.5 million, and $2.9 million, respectively. In 1996 and 1995 total assets
were $19.8 million and $20.6 million, respectively. Total liabilities for 1996
and 1995 were $7.5 million and $8.6 million, respectively.
The company received distributions from the international joint ventures in
1995 and 1994 of $.8 million and $1 million, respectively.
Business Segments
The company groups its operations into three business segments, Building
Systems, Construction Services, and Other Building Products.
The Building Systems Segment includes the U.S. and foreign building systems
businesses, the company's international joint venture operations, and real
estate subsidiaries. These business units supply steel and wood frame pre-
engineered building systems and financial services for a wide variety of
commercial, community, industrial, and agricultural applications.
The Construction Services Segment provides comprehensive design and
construction planning, execution, and management services for major purchasers
of construction. Projects are usually executed in conjunction with the dealer
representatives of other Butler divisions.
The Other Building Products Segment includes the operations of the Vistawall
Architectural Products and Grain Systems divisions. These businesses design,
manufacture, and market architecturally oriented component systems for
nonresidential construction, including aluminum curtain wall, storefront
systems and doors, skylights, and roof accessories, in addition to the design,
manufacture, and sale of commercial and on-farm grain storage to independent
Agri-Contractor and Agri-Builder dealer organizations.
Page 23
<PAGE>
<TABLE>
Net Sales
<CAPTION>
(Thousands of dollars) 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Building Systems $582,756 $586,377 $481,833
Construction Services 167,069 120,501 122,493
Other Building Products 164,457 146,656 123,050
Intersegment eliminations (44,120) (26,996) (35,186)
-------- -------- --------
$870,162 $826,538 $692,190
======== ======== ========
</TABLE>
Net sales represent revenues from sales to affiliated and unaffiliated
customers before elimination of intersegment sales which are separately
disclosed. Intersegment eliminations are primarily sales from the Building
Systems and Other Building Products segments to Construction Services.
The Building Systems and Construction Services segments had sales to one
customer which accounted for approximately 6% of the company's net sales in
1996, 5% in 1995, and 10% in 1994.
<TABLE>
Export Sales by Domestic Operations
<CAPTION>
(Thousands of dollars) 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
North & South America $ 58,645 $ 57,799 $ 65,328
Far East 32,514 31,579 28,564
Other 14,576 13,875 11,799
-------- -------- --------
$105,735 $103,253 $105,691
======== ======== ========
</TABLE>
<TABLE>
Pretax Earnings (Loss)
<CAPTION>
(Thousands of dollars) 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Building Systems $ 41,882 $ 40,354 $ 28,187
Construction Services 735 1,318 3,178
Other Building Products 15,712 14,146 9,348
Corporate (7,981) (9,409) (8,157)
Interest expense (4,344) (4,100) (3,895)
-------- -------- --------
$ 46,004 $ 42,309 $ 28,661
======== ======== ========
</TABLE>
<TABLE>
Assets
(Thousands of dollars) 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Building Systems $224,258 $174,446 $167,351
Construction Services 27,333 25,998 21,504
Other Building Products 53,244 43,919 41,023
Corporate 32,585 38,506 41,258
-------- -------- --------
$337,420 $282,869 $271,136
======== ======== ========
</TABLE>
Assets represent both tangible and intangible assets used by the segments.
Corporate assets represent cash and cash equivalents, assets held for sale,
corporate equipment, and miscellaneous other assets which are not related to a
specific business segment.
<TABLE>
Capital Expenditures
(Thousands of dollars) 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Building Systems $ 19,106 $ 19,253 $ 11,901
Construction Services 639 676 485
Other Building Products 2,621 2,479 1,182
Corporate 304 255 95
-------- -------- --------
$ 22,670 $ 22,663 $ 13,663
======== ======== ========
</TABLE>
Capital expenditures exclude property, plant, and equipment acquired through
acquisition of new businesses.
<TABLE>
Depreciation
<CAPTION>
(Thousands of dollars) 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Building Systems $ 6,447 $ 5,958 $ 4,811
Construction Services 399 343 278
Other Building Products 1,490 1,402 1,520
Corporate 144 99 72
-------- -------- --------
$ 8,480 $ 7,802 $ 6,681
======== ======== ========
</TABLE>
Page 24
<PAGE>
Debt, Leases, and Commitments
<TABLE>
Long-Term Debt Net of Current Maturities
(Thousands of dollars) 1996 1995
-------- --------
<S> <C> <C>
Private Placement Notes (A) $ 30,000 $ 35,000
Industrial Revenue Bonds (B) 6,250 5,516
Other debt 2,147 2,097
-------- --------
$ 38,397 $ 42,613
======== ========
<FN>
(A) In June, 1994 the company entered into a Private Placement Note Agreement
("Private Placement Notes") with a group of insurance companies. The proceeds
from the financing of $35 million were used to retire short- and long-term
debt and for other corporate purposes. The Private Placement Notes carry a
fixed interest rate of 8.02%. Annual principal payments of $5 million are
required beginning in December, 1997 and continuing through 2003.
(B) In April, 1995 the Development Authority of San Marcos, Texas issued $6.3
million of Industrial Revenue Bonds. Proceeds from the issue were used to
finance the expansion of the existing San Marcos plant. The bonds mature in
2015 and bear interest at a variable rate which averaged 3.8% in 1996 and 4.2%
in 1995. The bonds are secured by a bank letter of credit.
</TABLE>
In November, 1995 the company retired Industrial Revenue Bonds of $4 million
bearing a 13% interest rate.
The bond issues are guaranteed by the company. The weighted average interest
rate on the bond issues was 3.8% for 1996 and 9% for 1995.
Total principal payments due on all debt in each of the five years subsequent
to December 31, 1996 are $5.5 million in 1997, $5.5 million in 1998, $5.5
million in 1999, $5.4 million in 2000, $5.1 million in 2001, and $16.9 million
thereafter. Cash payments for interest on long-term debt were $3.6 million,
$3.7 million, and $3.4 million in 1996, 1995, and 1994, respectively.
Short-Term Borrowings. During 1996 and 1995 the company borrowed to meet
working capital needs and other requirements. At December 31, 1996 the company
and its subsidiaries, including Butler Building Systems Limited, had short-
term credit facilities at several banks totaling $52.5 million. Borrowings
outstanding at December 31, 1996 were $9.2 million. The company has committed
$9 million of its credit facilities under a letter of credit for insurance
obligations. At December 31, 1996 the company had approximately $34 million of
available borrowing capacity.
The company's credit agreements contain certain limitations on additional
borrowings, the payment of cash dividends, and the purchase of company stock,
as well as covenants related to the maintenance of certain financial ratios.
As of December 31, 1996 the company was in compliance with all covenants, and
at that date approximately $22 million of retained earnings was available for
cash dividends and share repurchases.
Leases. Rental expense under operating leases was $8.5 million, $7.7 million,
and $6.1 million in 1996, 1995, and 1994, respectively. Minimum rental
commitments under noncancelable operating leases are $3.9 million in 1997,
$3.2 million in 1998, $2.6 million in 1999, $2 million in 2000, and $1.5
million in 2001.
Commitments. As a service to its independent dealers, the company assists in
obtaining performance bonds on certain construction contracts in the ordinary
course of business. An irrevocable letter of credit is generally required for
a portion of the contract amount to reduce the possible liability of the
company. At December 31, 1996 such performance bonds exceeded the related
letters of credit by $4.1 million. The contracts are in various stages of
completion and management believes that there will be no liability to the
company.
Page 25
<PAGE>
Taxes on Income
The components of the provision for income taxes are shown in Table A. The
provisions for income taxes were $20.2 million, $18.9 million, and $13.3
million for 1996, 1995, and 1994, respectively. Cash payments for income taxes
were $15.9 million, $17.8 million, and $17.6 million in 1996, 1995, and 1994,
respectively. The foreign components of pretax earnings were losses of $2.4
million, $2.8 million, and $2.7 million in 1996, 1995, and 1994, respectively.
A reconciliation of the statutory federal income tax and the income tax
expense is shown in Table B.
Deferred income tax expense or benefit arises from differences between
financial reporting and tax reporting of assets and liabilities, which most
often result from the differences in timing of income and expense recognition.
Differences between financial reporting and tax bases also arise due to
business acquisition activity as tax laws can result in significant
differences in values assigned to assets and liabilities. Previously recorded
deferred tax assets and liabilities are adjusted for any changes in enacted
tax rates. Detail of deferred tax assets and liabilities as of December 31,
1996, 1995, and 1994 is shown in Table C.
<TABLE>
Table A: Components of Income Taxes
<CAPTION>
(Thousands of dollars) 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Current:
Federal $ 15,881 $ 18,539 $ 11,295
Foreign 168 - -
State and local 3,467 3,251 2,251
-------- -------- --------
19,516 21,790 13,546
-------- -------- --------
Deferred:
Federal 668 (2,683) (220)
State and local 57 (230) (20)
-------- -------- --------
725 (2,913) (240)
-------- -------- --------
Total income tax expense $ 20,241 $ 18,877 $ 13,306
======== ======== ========
</TABLE>
<TABLE>
Table B: Reconciliation of Income Tax Expense
<CAPTION>
(Thousands of dollars) 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Expected income tax expense $ 16,101 $ 14,808 $ 10,031
State and local income tax,
net of federal benefits 2,253 2,113 1,463
Nondeductible operating
losses of foreign subsidiaries 823 964 951
Other 1,064 992 861
-------- -------- --------
Actual income tax expense $ 20,241 $ 18,877 $ 13,306
======== ======== ========
</TABLE>
<TABLE>
Table C: Deferred Tax Assets and Liabilities
<CAPTION>
(Thousands of dollars) 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Current deferred tax assets:
Operating expenses $ 7,213 $ 5,901 $ 4,626
Inventory 893 808 619
Restructuring reserves 648 1,354 1,786
Other 124 285 507
-------- -------- --------
Net current deferred tax assets $ 8,878 $ 8,348 $ 7,538
======== ======== ========
Noncurrent deferred tax assets (liabilities):
Depreciation $ (7,769) $ (5,735) $ (6,595)
Operating expenses 4,057 3,890 3,368
Minority investments (72) (242) (968)
Foreign net operating loss carryforward 4,338 3,515 2,552
Other (53) (495) (490)
-------- -------- --------
Net noncurrent deferred
tax assets (liabilities) 501 933 (2,133)
Valuation allowance (4,338) (3,515) (2,552)
-------- -------- --------
Net noncurrent deferred
tax liabilities $ (3,837) $ (2,582) $ (4,685)
======== ======== ========
</TABLE>
The valuation allowance offsets the deferred tax asset relating to the foreign
net operating loss carryforwards. Depending on future profitability, the
carryforwards may be realized in later years. The valuation allowance
increased $.8 million, $1 million, and $1 million in 1996, 1995, and 1994,
respectively, relating to foreign operating losses. The company has sufficient
taxable income in the three year carryback period to support the recognition
of its other deferred tax assets.
Page 26
<PAGE>
The company and its domestic subsidiaries file a consolidated federal income
tax return. The company's consolidated federal income tax returns have been
examined by the Internal Revenue Service and settled through 1990.
Employee Benefit Plans
Retirement Plans. The company provides retirement benefits for substantially
all employees, either through a defined benefit plan, the defined contribution
Employee Stock Ownership Plan (ESOP), or a combination of both types of plans.
Pension contributions are based on funding standards established by the
Employee Retirement Income Security Act of 1974.
The majority of the company's salaried and nonunion hourly employees are
covered by both a defined benefit plan and the ESOP. These plans are linked as
to retirement benefits, and benefits are based on the employees' highest five
consecutive years' compensation. Bargaining unit employees are covered by
defined benefit retirement plans. Benefits are based upon the number of years
of service.
The funded status and accrued pension cost at December 31, 1996 and 1995 for
the defined benefit plans are presented in Table D. While the market value of
the ESOP assets is not included in the amounts in Table D, the effect of the
ESOP offset has been recognized in the accumulated and projected benefit
obligations. Assets held by the defined benefit plans are primarily equities,
bonds, and government securities. The net pension cost of these plans in 1996,
1995, and 1994 is presented in Table E.
<PAGE>
<TABLE>
Table D: Funded Status and Accrued Pension Cost
<CAPTION>
(Thousands of dollars) 1996 1995
-------- --------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation $ 41,323 $ 37,913
======== ========
Accumulated benefit obligation $ 42,151 $ 38,375
======== ========
Projected benefit obligation $ 61,625 $ 48,806
Plan assets at fair value 48,431 42,427
-------- --------
Projected benefit obligation
(greater than) less than plan assets (13,194) (6,379)
Unrecognized net (gain) loss 15,556 9,234
Unrecognized net transition (asset) liability 866 1,064
-------- --------
Prepaid (accrued) pension cost $ 3,228 $ 3,919
======== ========
</TABLE>
<TABLE>
Table E: Components of Net Pension Cost
(Thousands of dollars) 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Service cost - benefits
earned during the period $ 2,268 $ 1,622 $ 1,983
Interest cost on the projected
benefit obligation 4,096 3,715 3,141
Actual return on assets - (gain) loss (4,997) (9,497) 2,231
Net amortization and deferral 2,771 8,143 (4,090)
-------- -------- --------
Net pension cost $ 4,138 $ 3,983 $ 3,265
======== ======== ========
Assumptions used in determining net pension
cost and all benefit obligations were:
Expected long-term rate
of return on assets 8.5% 8.5% 8.5%
Discount rate 7.5% 7.5% 8.5%
Long-term rate of increase in
compensation levels 5.5% 5.5% 5.5%
</TABLE>
The ESOP assets include the company's common stock, and fixed income
securities which are primarily debt instruments of the U.S. Government. At
both December 31, 1996 and 1995 the ESOP had net assets of $67 million, and
held 1,017,443 shares and 1,056,325 shares of company stock at December 31,
1996 and 1995, respectively. The company expensed $.5 million for ESOP
contributions in 1996 and $.4 million in 1995 and 1994.
Page 27
<PAGE>
Other Benefit Plans. The company sponsors the Butler Employees Savings Trust,
a savings plan under section 401(k) of the Internal Revenue Code. All salaried
and nonunion hourly employees are eligible to participate in this Plan. Under
its terms the company will match 25% of the first 6% of employees'
contributions to the Plan if certain profitability levels are attained. In
1996, 1995, and 1994 the company reached the defined profitability goals and
accordingly expensed $1.1 million, $.9 million, and $.7 million, respectively,
as a matching contribution to the Plan.
The company sponsors a supplemental retirement plan for certain executives.
Life insurance arrangements have been purchased which name the company as
beneficiary to meet the liabilities of the plan. The company expensed $.3
million, $.5 million, and $.2 million in 1996, 1995, and 1994, respectively,
related to this plan.
Postretirement Benefits. The company currently provides certain health care
and life insurance benefits for retired employees and their dependents.
Substantially all employees become eligible for these benefits if they reach
retirement age while still working for the company and have at least ten years
of service. Contributions toward these benefits have been set to fixed amounts
per participant based on 1993 costs. Election of health care and life
insurance benefit coverage for retirees and dependents is optional, and
requires contributions by the retiree towards the cost of these coverages. The
company reserves the right to change or terminate all employee benefits,
including postretirement benefits.
The company accrues estimated future postretirement benefit costs during the
years that employees perform services and earn benefits. Prior to 1993, the
company recognized retiree health and benefits expense when paid. The company
elected to amortize the resulting transition obligation over a 20 year period.
The transition obligation was $8.1 million, $8.6 million, and $9.1 million at
December 31, 1996, 1995, and 1994, respectively.
<TABLE>
Table F: Accumulated Postretirement Benefit Obligation
(Thousands of dollars) 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Retirees $ 6,562 $ 7,582 $ 6,448
Active participants fully
eligible to retire 1,912 2,237 2,425
Other active participants 4,199 3,457 1,944
-------- -------- --------
12,673 13,276 10,817
Unrecognized net loss for
changes in assumptions (1,895) (2,906) (477)
Remaining accumulated post retirement
benefit obligation (8,064) (8,567) (9,071)
-------- -------- --------
Accrued postretirement benefit liability $ 2,714 $ 1,803 $ 1,269
======== ======== ========
</TABLE>
Net postretirement benefit costs was $1.9 million in 1996 and $1.6 million in
1995 and 1994.
<TABLE>
Table G: Net Postretirement Benefit Costs
<CAPTION>
(Thousands of dollars) 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Service cost, benefits attributed to
employee service during the year $ 295 $ 182 $ 229
Interest cost on accumulated
postretirement benefit obligation 956 879 863
Amortization of accumulated
postretirement benefit obligation 504 504 504
Deferred loss 100 - 48
-------- -------- --------
Net postretirement benefit costs $ 1,855 $ 1,565 $ 1,644
======== ======== ========
</TABLE>
The discount rate assumption was 7.5% in 1996 and 1995 and 8.5% in 1994. The
health care cost trend rate used in the actuarial computation was a blend of
rates between 5% and 8% through 1999. The company's costs are limited to a
fixed dollar amount per participant in future years not to exceed 175% of 1993
costs. The effect of a 1% increase in the health care cost trend rate on the
accumulated postretirement benefit obligation would be $.2 million, with an
immaterial effect on net postretirement benefit costs.
Page 28
<PAGE>
Stock Incentive Plans
Stock options are presently outstanding under the Stock Incentive Plans of
1996, 1987, and 1979. The 1996 Plan covering 600,000 shares was approved on
April 16, 1996. Both the 1987 and 1979 plans were terminated upon the approval
of the respective successor plan except for outstanding qualified and
nonstatutory stock options and stock appreciation rights.
Options are granted at a price equal to the fair market value of Butler stock
at the date of grant for terms of up to ten years. At December 31, 1996, 1995,
and 1994, 222,281, 290,780, and 725,891 shares, respectively, under option
were exercisable and 592,978, 94,877, and 17,073 shares, respectively, were
available for grant. Table H presents a summary of stock option activity for
the three years ended December 31, 1996.
<TABLE>
Table H: Summary of Stock Option Activity
<CAPTION>
1996 1995 1994
Weighted- Weighted- Weighted-
average average average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------- ------ ------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
Fixed Options
Outstanding at
beginning of year 320,113 $11.64 760,974 $11.24 991,472 $11.09
Granted 28,000 $31.59 16,500 $23.00 15,750 $17.50
Exercised (84,349) $10.84 (454,366) $11.39 (245,252) $11.03
Forfeited (1,000) $23.00 (2,995) $11.53 (996) $ 8.70
------- ------- -------
Outstanding at
end of year 262,764 $13.98 320,113 $11.64 760,974 $11.24
======= ======= =======
</TABLE>
Incentive stock options were granted by the company in 1996 and 1995 to key
employees under the 1996 and 1987 stock option plans. Options are granted at
fair market value, expire between five and ten years from the date of grant,
and vest in three equal annual installments commencing one year from the date
of grant.
The per share weighted-average fair value of stock options granted during 1996
and 1995 was $32 and $23, respectively, on the date of grant using the Black
Scholes option pricing model with the following weighted average assumptions:
1996 - expected dividend yield of 1.7%, risk-free interest rate of 6.4%,
expected volatility factor of 43%, and an expected life of 5 years; 1995 -
expected dividend yield of 1.4%, risk-free interest rate of 6.23%, expected
volatility factor of 43%, and an expected life of 5 years.
Since the company applies APB 25 in accounting for its plans, no compensation
cost has been recognized for stock options in net income. Stock-based
compensation cost if recorded under SFAS 123 would have decreased Butler's net
income and earnings per share by $.2 million and $.02 per share in 1996 and
$.1 million and $.01 per share in 1995.
The pro forma net income reflects only options for 1996 and 1995. The full
impact of calculating compensation costs for stock options under SFAS 123 is
not reflected in the pro forma net income amounts presented above, as
compensation cost is reflected over the option's vesting period of three years
for both 1996 and 1995 options. Compensation cost for options granted prior to
January 1, 1995 is not considered. Table I presents a summary of stock options
outstanding.
<TABLE>
Table I: Stock Options Outstanding
<CAPTION>
Options Outstanding Options Exercisable
Weighted-
Average Weighted- Weighted-
Range of Number Remaining Average Number Average
Exercise Outstanding Contractual Exercise Exercisable Exercise
Prices at 12/31/96 Life in Years Price at 12/31/96 Price
- -------------- ------- --- ------ ------- ------
<C> <C> <C> <C> <C> <C>
$ 7.83 - 11.75 204,704 2.8 $10.86 204,704 $10.86
$11.76 - 17.64 16,560 4.8 $15.46 13,077 $14.92
$17.65 - 26.48 13,500 8.0 $23.00 4,500 $23.00
$26.49 - 32.75 28,000 9.3 $31.59 0 $32.00
------- -------
262,764 3.9 $13.98 222,281 $11.34
======= =======
</TABLE>
Page 29
<PAGE>
<TABLE>
Treasury Stock Activity
<CAPTION>
(Thousands of dollars) 1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Common stock held in treasury:
Balance January 1 $ 29,749 $ 33,294 $ 37,429
Purchases 2,543 5,071 443
Sales or issues (1,660) (8,616) (4,578)
-------- -------- --------
Balance, December 31 $ 30,632 $ 29,749 $ 33,294
======== ======== ========
</TABLE>
Purchases of treasury stock were made in 1996, 1995, and 1994 of 87,822,
194,301, and 23,853 common shares, respectively. Sales or issues of treasury
stock were 84,349, 454,366, and 245,252 common shares in 1996, 1995, and 1994,
respectively. The company recognized a tax benefit of $.8 million, $2.7
million, and $.8 million in 1996, 1995, and 1994, respectively, which was
credited directly to retained earnings in the treasury stock transactions.
<TABLE>
Quarterly Financial Information (Unaudited)
<CAPTION>
(Thousands of dollars except per share amounts)
1996 Quarter Ended March 31 June 30 Sept. 30 Dec. 31 Total
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net sales $175,692 $193,446 $229,019 $272,005 $870,162
Gross profit 31,712 36,432 41,527 46,375 156,046
Net earnings 3,259 5,808 8,778 7,918 25,763
Net earnings
per common share .42 .75 1.14 1.04 3.35
Dividends per share .10 .10 .12 .12 .44
1995 Quarter Ended March 31 June 30 Sept. 30 Dec. 31 Total
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net sales $194,852 $206,771 $206,634 $218,281 $826,538
Gross profit 32,144 38,023 41,632 39,068 150,867
Net earnings 3,612 6,183 7,669 5,968 23,432
Net earnings
per common share .48 .81 1.00 .78 3.07
Dividends per share .07 .10 .10 .10 .37
</TABLE>
Price Range of Common Stock (Unaudited)
The company's common stock is traded on the New York Stock Exchange (NYSE)
following its listing on the Exchange on November 12, 1996. Prior to that
date, the company's shares were traded in the NASDAQ Over-the-Counter Market.
The table below summarizes the high and low closing prices as reported on the
respective exchanges.
<TABLE>
<CAPTION>
1996 1995
Quarter High Low High Low
------- ------- ------- -------
<S> <C> <C> <C> <C>
First $39 1/2 $30 1/8 $24 7/8 $20 1/8
Second 37 3/4 33 1/4 28 7/8 23
Third 35 25 1/4 29 24 1/8
Fourth 41 27 1/2 39 1/4 26 1/2
</TABLE>
Page 30
<PAGE>
Independent Auditors' Report
To the Board of Directors
Butler Manufacturing Company
We have audited the consolidated balance sheets of Butler Manufacturing
Company and subsidiaries as of December 31, 1996 and 1995 and the related
consolidated statements of earnings and retained earnings and cash flows for
each of the years in the three-year period ended December 31, 1996. These
consolidated financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Butler
Manufacturing Company and subsidiaries at December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1996 in conformity with generally
accepted accounting principles.
/s/ KPMG Peat Marwick LLP
Kansas City, Missouri
February 3, 1997
Page 31
<PAGE>
<TABLE>
Historical Review 1996 - 1992
<CAPTION>
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Income Statement Data
Net sales $870,162 $826,538 $692,190 $575,847 $500,177
Net earnings 25,763 23,432 15,355 18,098 1,079
As a percent of sales 3.0% 2.8% 2.2% 3.1% 0.2%
As a percent of average
shareholders' equity 22.7% 25.8% 21.8% 35.4% 2.8%
Per share of common stock:
Net earnings 3.35 3.07 2.09 2.56 0.17
Cash dividends
declared, per common
share .44 .37 .13 - -
Cash dividends paid,
per common share .42 .33 .07 - -
===============================================
Financial Position At Year-End
Assets
Current assets 222,061 187,303 188,652 128,266 115,425
Property, plant,
and equipment, net 77,398 63,407 48,526 41,528 47,863
Total assets 337,420 282,869 271,136 205,487 195,810
Working capital
Net working capital 61,182 61,171 52,572 30,072 44,286
Ratio of current
assets to current
liabilities 1.4 1.5 1.4 1.3 1.6
Financial structure
Long-term debt, less
current maturities 38,397 42,613 40,263 30,345 67,315
Total debt 43,861 47,064 42,737 41,713 68,797
Shareholders' equity 124,442 102,423 79,102 61,709 40,551
Per common share,
year-end 16.46 13.54 10.83 8.71 5.92
Total debt as a
percent of total
capital 26.1% 31.5% 35.1% 40.3% 62.9%
===============================================
General Statistics
Depreciation 8,480 7,802 6,681 7,675 8,354
Capital expenditures 22,670 22,663 13,663 6,460 5,026
Common shares
outstanding, average 7,693 7,630 7,354 7,074 6,854
Common shares
outstanding, year-end 7,561 7,565 7,305 7,083 6,848
Common shareholders,
year-end 2,345 2,411 2,473 2,562 2,725
Number of employees,
year-end 4,162 3,966 3,564 3,064 3,169
===============================================
<FN>
1. Thousands of dollars, except per share amounts for common stock.
2. The 1993 net earnings include an after-tax gain on the sale of the Walker
Division of $10.7 million or $1.51 per share.
3. All per share and common equivalent share amounts have been restated to
reflect the effect of the June, 1995 3-for-2 stock split.
</TABLE>
Page 32
<PAGE> 1
EXHIBIT 24.0
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints Richard O. Ballentine and John Huey, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and revocation in each, for him/her and in his/her name, place
and stead, to sign any or all reports (including reports on Form 10-K, Form_3,
Form 4, Form 5, Schedule 13-D, Schedule 13-G, and Form 144), and any
amendments thereto, required or permitted to be filed by him under the
Securities and Exchange Act of 1934, or the Securities Act of 1933, with
respect to beneficial ownership of, and transactions in, equity securities of
BUTLER MANUFACTURING COMPANY, a Delaware corporation (the "Company"), and with
respect to other matters relating to the Company, and to file the same, with
all documents required or permitted to be filed in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
DATED: JANUARY 20, 1997 /S/ HAROLD G. BERNTHAL
---------------------------
HAROLD G. BERNTHAL
DATED: JANUARY 15, 1997 /S/ ROBERT E. COOK
---------------------------
ROBERT E. COOK
DATED: JANUARY 20, 1997 /S/ ALAN M. HALLENE
---------------------------
ALAN M. HALLENE
DATED: JANUARY 20, 1997 /S/ C.L. WILLIAM HAW
---------------------------
C.L. WILLIAM HAW
DATED: JANUARY 20, 1997 /S/ ROBERT J. NOVELLO
---------------------------
ROBERT J. NOVELLO
DATED: JANUARY 21, 1997 /S/ GEORGE E. POWELL, JR.
---------------------------
GEORGE E. POWELL, JR.
DATED: JANUARY 15, 1997 /S/ DONALD H. PRATT.
---------------------------
DONALD H. PRATT
DATED: JANUARY 20, 1997 /S/ ROBERT J. REINTJES, SR.
---------------------------
ROBERT J. REINTJES, SR.
DATED: JANUARY 28, 1997 /S/ JUDITH A. ROGALA
---------------------------
JUDITH A. ROGALA
DATED: JANUARY 20, 1997 /S/ ROBERT H. WEST
---------------------------
ROBERT H. WEST
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Butler
Manufacturing Company Consolidated Statements of Operations for the year ended
December 31, 1996, and Consolidated Balance Sheet as of December 31,1996, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 2,013
<SECURITIES> 0
<RECEIVABLES> 113,054
<ALLOWANCES> 2,918
<INVENTORY> 60,090
<CURRENT-ASSETS> 222,061
<PP&E> 228,051
<DEPRECIATION> 150,653
<TOTAL-ASSETS> 337,420
<CURRENT-LIABILITIES> 160,879
<BONDS> 38,397<F1>
0
0
<COMMON> 12,623
<OTHER-SE> 141,900<F2>
<TOTAL-LIABILITY-AND-EQUITY> 337,420
<SALES> 870,162
<TOTAL-REVENUES> 871,012<F3>
<CGS> 714,116
<TOTAL-COSTS> 714,116
<OTHER-EXPENSES> 106,548<F4>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,344
<INCOME-PRETAX> 46,004
<INCOME-TAX> 20,241
<INCOME-CONTINUING> 25,763
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,763
<EPS-PRIMARY> 3.35
<EPS-DILUTED> 3.35
<FN>
<F1>Reflects long-term debt, less current maturities.
<F2>Reflects other stockholders' equity before deduction of $30.6 million cost of
treasury stock and foreign currency translation adjustments.
<F3>Reflects net sales plus net international joint venture income less net other
expense.
<F4>Consists of selling, general, and administrative expense.
</FN>
</TABLE>
