<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission file number 001-12335
Galesburg Hourly Employee Savings Trust
401(k) Plan
Butler Manufacturing Company
BMA Tower
Penn Valley Park
Kansas City, MO 64108
<PAGE> 2
INDEPENDENT AUDITOR'S REPORT
To the Board of Trustees
Butler Manufacturing Company
Galesburg Hourly Employee Savings Trust
Galesburg, Illinois
We have audited the accompanying statements of net assets available for benefits
of the Butler Manufacturing Company Galesburg Hourly Employee Savings Trust as
of December 31, 1997 and 1996, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1997. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these 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 misstatement. 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 financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Butler
Manufacturing Company Galesburg Hourly Employee Savings Trust as of December
31, 1997 and 1996, and the changes in net assets available for benefits for the
year ended 1997, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes, and (2) reportable transactions as of or for the
year ended December 31, 1997, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/S/ McGLADREY & PULLEN, LLP
Galesburg, Illinois
June 9, 1998
2
<PAGE> 3
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997
- ------------------------------------------------------------------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
BUTLER FIDELITY FIDELITY EQUITY- INTERNATIONAL ASSET
STOCK PURITAN MAGELLAN INCOME GROWTH & MANAGER
ASSETS FUND FUND FUND FUND INCOME FUND FUND
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value or values
quoted by the trust:
Shares of registered
investment companies $ 74,851 $ 808,721 $1,030,032 $ 498,086 $ 88,685 $ 16,548
Shares of common/collective trusts -- -- -- -- -- --
Participant notes receivable -- -- -- -- -- --
---------- ---------- ---------- ---------- --------- ---------
74,851 808,721 1,030,032 498,086 88,685 16,548
Receivables:
Participants' contributions -- -- -- -- -- --
---------- ---------- ---------- ---------- --------- ---------
NET ASSETS AVAILABLE
FOR BENEFITS $ 74,851 $ 808,721 $1,030,032 $ 498,086 $ 88,685 $ 16,548
========== ========== ========== ========== ========= =========
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
ASSET ASSET RETIREMENT FIDELITY
MANAGER MANAGER MONEY MANAGED
GROWTH INCOME MARKET INCOME PARTICIPANT
ASSETS FUND FUND PORTFOLIO PORTFOLIO NOTES OTHER TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value or values
quoted by the trust:
Shares of registered
investment companies $ 33,195 $ 19,821 $ 499,402 $ -- $ -- $ -- $3,069,341
Shares of common/collective trusts -- -- -- 427,910 -- -- 427,910
Participant notes receivable -- -- -- -- 148,153 -- 148,153
---------- ---------- ---------- --------- ---------- ---------- ---------
33,195 19,821 499,402 427,910 148,153 -- 3,645,404
Receivables:
Participants' contributions -- -- -- -- -- 76,515 76,515
---------- ---------- ---------- --------- ---------- ---------- ---------
NET ASSETS AVAILABLE
FOR BENEFITS $ 33,195 $ 19,821 $ 499,402 $ 427,910 $ 148,153 $ 76,515 $3,721,919
========== ========== ========== ========= ========= ========== ==========
</TABLE>
See notes to financial statements
3
<PAGE> 4
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1996
- ------------------------------------------------------------------------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
BUTLER FIDELITY FIDELITY EQUITY- INTERNATIONAL ASSET
STOCK PURITAN MAGELLAN INCOME GROWTH & MANAGER
ASSETS FUND FUND FUND FUND INCOME FUND FUND
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value or values
quoted by the trust:
Shares of registered
investment companies $ 34,161 $ 528,748 $ 662,820 $ 308,892 $ 66,348 $ 8,372
Shares of common/collective trusts -- -- -- -- -- --
Participant notes receivable -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ----------
$ 34,161 $ 528,748 $ 662,820 $ 308,892 $ 66,348 $ 8,372
Receivables:
Participants' contributions -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS $ 34,161 $ 528,748 $ 662,820 $ 308,892 $ 66,348 $ 8,372
========== ========== ========== ========== ========== ==========
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
ASSET ASSET RETIREMENT FIDELITY
MANAGER MANAGER MONEY MANAGED
GROWTH INCOME MARKET INCOME PARTICIPANT
FUND FUND PORTFOLIO PORTFOLIO NOTES OTHER TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value or values
quoted by the trust:
Shares of registered
investment companies $ 15,521 $ 9,720 $ 391,590 $ -- $ -- $ -- $2,026,172
Shares of common/collective trusts -- -- -- 353,221 -- -- 353,221
Participant notes receivable -- -- -- -- 61,032 -- 61,032
---------- ---------- ---------- ---------- ---------- ---------- ----------
15,521 9,720 391,590 353,221 61,032 -- 2,440,425
Receivables:
Participants' contributions -- -- -- -- -- 51,851 51,851
---------- ---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS $ 15,521 $ 9,720 $ 391,590 $ 353,221 $ 61,032 $ 51,851 $2,492,276
========== ========== ========== ========== ========== ========== ==========
</TABLE>
See notes to financial statements
4
<PAGE> 5
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
1997
- ------------------------------------------------------------------------------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
BUTLER FIDELITY FIDELITY EQUITY- INTERNATIONAL ASSET
STOCK PURITAN MAGELLAN INCOME GROWTH & MANAGER
FUND FUND FUND FUND INCOME FUND FUND
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Net appreciation (depreciation)
in fair value of investments $ (9,101) $ 68,985 $ 125,191 $ 74,547 $ (352) $ 981
Interest and dividends 680 60,363 63,594 26,292 5,228 1,361
-------- ---------- ---------- -------- ------- -------
(8,421) 129,348 188,785 100,839 4,876 2,342
Participants' contributions 13,653 134,101 176,392 88,055 32,356 4,997
Employer contributions 2,418 22,630 31,583 14,859 6,417 689
-------- ---------- ---------- -------- ------- -------
TOTAL ADDITIONS 7,650 286,079 396,760 203,753 43,649 8,028
-------- ---------- ---------- -------- ------- -------
Benefits paid:
Cash payments -- 11,396 23,278 8,917 1,452 129
Transfers to another
employer sponsored plan 93 2,762 1,856 2,658 1,845 --
Administrative expenses 676 3,775 1,747 264 140 26
-------- ---------- ---------- -------- ------- -------
TOTAL DEDUCTIONS 769 17,933 26,881 11,839 3,437 155
-------- ---------- ---------- -------- ------- -------
NET INCREASE PRIOR TO
INTERFUND TRANSFERS 6,881 268,146 369,879 191,914 40,212 7,873
Interfund transfers 33,809 11,827 (2,667) (2,720) (17,875) 303
-------- ---------- ---------- -------- ------- -------
NET INCREASE(DECREASE) 40,690 279,973 367,212 189,194 22,337 8,176
Net assets available for benefits:
Beginning of year 34,161 528,748 662,820 308,892 66,348 8,372
-------- ---------- ---------- -------- ------- -------
End of year $ 74,851 $ 808,721 $1,030,032 $498,086 $88,685 $16,548
======== ========== ========== ======== ======= =======
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
ASSET ASSET RETIREMENT FIDELITY
MANAGER MANAGER MONEY MANAGED
GROWTH INCOME MARKET INCOME PARTICIPANT
FUND FUND PORTFOLIO PORTFOLIO NOTES OTHER TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Net appreciation (depreciation)
in fair value of investments $ 1,814 $ 708 $ -- $ -- $ -- $ -- $ 262,773
Interest and dividends 3,453 1,197 23,100 22,027 9,122 -- 216,417
-------- ------- --------- ---------- -------- ------- ----------
5,267 1,905 23,100 22,027 9,122 -- 479,190
Participants' contributions 9,084 5,965 105,879 80,959 -- 76,515 727,956
Employer contributions 1,629 1,030 20,894 16,187 -- -- 118,336
-------- ------- --------- ---------- -------- ------- ----------
TOTAL ADDITIONS 15,980 8,900 149,873 119,173 9,122 76,515 1,325,482
-------- ------- --------- ---------- -------- ------- ----------
Benefits paid:
Cash payments 468 1,409 18,273 10,944 -- -- 76,266
Transfers to another
employer sponsored plan -- -- 2,444 55 -- -- 11,713
Administrative expenses 55 -- 836 341 -- -- 7,860
-------- ------- --------- ---------- -------- ------- ----------
TOTAL DEDUCTIONS 523 1,409 21,553 11,340 -- -- 95,839
-------- ------- --------- ---------- -------- ------- ----------
NET INCREASE PRIOR TO
INTERFUND TRANSFERS 15,457 7,491 128,320 107,833 9,122 76,515 1,229,643
Interfund transfers 2,217 2,610 (20,508) (33,144) 77,999 (51,851) --
-------- ------- --------- ---------- -------- ------- ----------
NET INCREASE(DECREASE) 17,674 10,101 107,812 74,689 87,121 24,644 1,229,643
Net assets available for benefits:
Beginning of year 15,521 9,720 391,590 353,221 61,032 51,851 2,492,276
-------- ------- --------- ---------- -------- ------- ----------
End of year $ 33,195 $19,821 $ 499,402 $ 427,910 $148,153 $76,515 $3,721,919
======== ======= ========= ========== ======== ======= ==========
</TABLE>
See notes to financial statements.
5
<PAGE> 6
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Valuation of investments: The Plan's investments are stated at fair value or
values quoted by the trust. Shares of registered investment companies are
valued at quoted market prices which represent the net asset value of shares
held by the Plan at year end. Shares of common/collective investment trusts are
valued at the purchase or redemption price of the shares of participation as
determined by Fidelity Management Trust Company and are based on the quoted
market value of the investments in the trust. Participant notes receivable are
valued at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Payment of benefits: Benefits are recorded when paid.
Accounting estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
NOTE 2. PLAN DESCRIPTION
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
General: The Plan is a defined contribution plan covering all union hourly
employees of Butler Manufacturing Company in Galesburg who have four months of
service. It is subject to the provisions of the Employee Retirement Income
Security Act of 1974(ERISA).
Contributions: Each year, participants may contribute up to 15% of their
compensation including overtime and bonuses. For 1997, the maximum dollar
contribution amount allowed under the Internal Revenue Code was $9,500.
Participants may also contribute amounts representing distributions from other
qualified defined benefit or contribution plans. Butler Manufacturing Company
may make discretionary matching contributions in an amount up to 25% of the
first 6% that a participant contributes to the plan.
Participant accounts: Each participant's account is credited with the
participant's contributions and allocations of, (a) the Company's contribution;
and (b) plan earnings, and charged with an allocation of administrative
expenses. Allocations are based on participant earnings or account balances, as
defined by the Plan. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's account.
Vesting: Participants are immediately vested in their voluntary contributions
and employer contributions, plus actual earnings thereon.
Investment options: Upon enrollment in the Plan, a participant may direct
contributions in one percent increments in any of ten investment options.
6
<PAGE> 7
NOTE 2. PLAN DESCRIPTION
- - Butler Stock Fund - Funds are invested primarily in shares of the common
stock of Butler Manufacturing Company with, 3.5% to 6.5% of the fund
invested in short-term liquid investments maintained by Fidelity.
- - Fidelity Puritan Fund - Funds are invested in a broadly diversified
portfolio of domestic and foreign common stocks, preferred stocks and
bonds, including lower-quality, high-yield debt securities.
- - Fidelity Magellan Fund - Funds are invested in the stocks of both
well-known and lesser known companies with potentially above-average growth
potential and a corresponding higher level of risk.
- - Fidelity Equity-Income Fund - Funds are invested primarily in
income-producing equity securities (common and preferred stocks) but can
also invest in bonds and convertible securities.
- - Fidelity International Growth & Income Fund - Funds are invested
principally in foreign securities. The majority of the fund is normally
invested in equity securities selected primarily on the basis of their
capital growth potential. These assets are usually invested in six or more
countries including the United States. At least 25 percent of the Fund's
total assets are normally invested in bonds for income.
- - Fidelity Asset Manager Fund - Funds are invested in domestic and foreign
(including emerging markets which involve greater risks) equities, bonds
and short-term instruments. The Fund's neutral mix is normally 20 percent
of total asset in short-term instruments, 40 percent in intermediate to
long-term bonds and 40 percent in equity securities.
- - Fidelity Asset Manager: Growth Fund - Funds are invested in domestic and
foreign (including emerging markets which involve greater risks) stocks,
bonds and short-term instruments. The Fund's neutral asset allocation
would consist of approximately 65 percent stocks, 30 percent bonds and 5
percent short-term instruments.
- - Fidelity Asset Manager: Income Fund - Funds are invested in domestic and
foreign stocks (including emerging markets which involve greater risks),
bonds and short-term instruments. The Fund's neutral asset mix is
approximately 50 percent short-term instruments, 30 percent bonds and 20
percent stocks.
- - Fidelity Retirement Money Market Portfolio - Funds are invested in high
quality, short-term money market securities of U.S. and foreign issuers.
- - Fidelity Managed Income Portfolio - Funds are invested in investment
contracts offered by major insurance companies and other approved
financial institutions and short-term instruments to provide for liquidity
needs.
7
<PAGE> 8
NOTE 2. PLAN DESCRIPTION(CONTINUED)
Participants may change their investment options at any time pursuant to
procedures established by the Administrative Committee.
Participant notes receivable: Participants may borrow from their participant
accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or
50 percent of their account balance. Loan transactions are treated as a transfer
to (from) the investment fund from (to) the participant notes fund. Loan terms
range from 1-5 years or up to 30 years for the purchase of a primary residence.
The loans are secured by the balance in the participant's account and bear
interest at a rate as determined by the Plan administrator. The interest rate
on outstanding participant loans is presently nine percent. Principal and
interest is paid ratably through payroll deductions.
Payment of benefits: On termination of service, a participant receives a
lump-sum distribution in cash or in kind, as elected by the participant, equal
to the value of his or her account.
Withdrawals: Participants may, while employed, withdraw amounts from their
account, provided the withdrawal is approved by the Administrative Committee
and the withdrawal is for a hardship.
NOTE 3. RELATED PARTY TRANSACTIONS
Fidelity Management Trust Company is a trustee as defined by the Plan. Fidelity
Management Trust Company is an affiliate of FMR Corp., which is the parent of
Fidelity Management Research Company. Certain Plan investments are shares of
registered investment companies and shares of common/collective trusts managed
by Fidelity Management & Research Company. Therefore, these investments qualify
as party-in-interest. Fees paid by the Plan for the investment management
services are reported as administrative expenses in the accompanying financial
statements.
NOTE 4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to terminate the Plan subject to the provisions of ERISA. In the
event of plan termination, participants will receive distributions of the full
value in their accounts.
NOTE 5. ASSETS HELD BY TRUSTEE
The Plan's investments are held by Fidelity Management Trust Company.
NOTE 6. INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated December 22, 1994, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The
Plan has been amended since it was submitted to the Internal Revenue Service.
However, the Plan administrator and the Plan's tax counsel believe that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
8
<PAGE> 9
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
NUMBER OF
DESCRIPTION OF INVESTMENTS SHARES COST CURRENT VALUE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares of registered investment companies:
Butler Stock Fund 8,092.011 $ 5,533 $ 74,851
Fidelity Puritan Fund 41,729.687 32,223 808,721
Fidelity Magellan Fund 10,811.713 71,223 1,030,032
Fidelity Equity-Income Fund 9,503.652 54,107 498,086
Fidelity International Growth & Income Fund 4,501.791 4,486 88,685
Fidelity Asset Manager Fund 901.817 460 16,548
Fidelity Asset Manager: Growth Fund 1,796.246 761 33,195
Fidelity Asset Manager: Income Fund 1,627.325 190 19,821
Fidelity Retirement Money Market Portfolio 499,402.030 499,402 499,402
Shares of common/collective trusts:
Fidelity Managed Income Portfolio 427,909.810 427,910 427,910
Participant loans, 9% 148,153
</TABLE>
9
<PAGE> 10
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
CURRENT
DESCRIPTION OF ASSET FOR EXPENSE VALUE OF
TRANSACTIONS INVOLVING MORE INCURRED ASSET ON
THAN 5 PERCENT OF THE PURCHASE SELLING LEASE WITH COST OF TRANSACTION NET
BEGINNING PLAN ASSETS PRICE PRICE RENTAL TRANSACTION ASSET DATE GAIN(LOSS)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Shares of registered investment
companies:
Fidelity Puritan Fund $ 260,006 $ 49,017 $ -- $ -- $304,894 $309,023 $ 4,129
Fidelity Magellan Fund 318,643 76,622 -- -- 385,262 395,265 10,003
Fidelity Equity-Income Fund 172,898 58,252 -- -- 222,485 231,150 8,665
Fidelity Retirement Money Market Portfolio 166,703 58,891 -- -- 225,594 225,594 --
Shares of common/collective
trusts:
Fidelity Managed Income Portfolio 135,572 60,883 -- -- 196,455 196,455 --
</TABLE>
10
<PAGE> 11
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee of the Plan has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
Galesburg Hourly Employee Savings Trust
Date: June 29, 1998 By: /S/ John J. Holland
--------------- --------------------------------------
John J. Holland, Member of
the Administrative Committee
11
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
23 CONSENT OF INDEPENDENT ACCOUNTANT
</TABLE>
12
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (File No. 333-02285) under the Securities Act of 1933 of Butler
Manufacturing Company of our report dated June 9, 1998, on our audits of the
statements of net assets available for benefits of Butler Manufacturing Company
Galesburg Hourly Employee Savings Trust as of December 31, 1997 and 1996 and
the statement of changes in net assets available for benefits for the year
ended December 31, 1997 and supporting schedules as of December 31, 1997, which
is included in the Annual Report on Form 11-K for the year ended December 31,
1997.
McGLADREY & PULLEN, LLP
Galesburg, Illinois
June 29, 1998
