<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, 1998
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
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of the
Butler Manufacturing Company:
We have audited the accompanying statements of net assets available for
benefits, with fund information of the Butler Manufacturing Company Galesburg
Hourly Employee Savings Trust as of December 31,1998, and the related statement
of changes in net assets available for benefits, with fund information for the
year then ended. These financial statements and schedules referred to below are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and schedules based on our audit. The
financial statements of the Butler Manufacturing Company Galesburg Hourly
Employee Savings Trust for 1997 were audited by other auditors whose report,
dated June 9, 1998, expressed an unqualified opinion on those statements.
We conducted our audit 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 audit provides 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, with fund
information of the Plan as of December 31, 1998, and the changes in net assets
available for benefits for the year then ended, in conformity with generally
accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1998, reportable transactions for the
year then ended are presented for purposes 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 fund information in the statements of net assets available for
benefits, with fund information and changes in net assets available
1
<PAGE> 3
for benefits, with fund information is presented for the purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. 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/ Arthur Andersen, LLP
Kansas City, Missouri,
June 29, 1999
2
<PAGE> 4
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
Fund Information for 1998
-----------------------------------------------------------------------------------------
Managed Equity International
Income Puritan Magellan Income Growth Asset
Portfolio Fund Fund Fund Fund Manager
--------- ---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Fidelity investment funds-
Managed Income Portfolio $539,504 $ - $ - $ - $ - $ -
Puritan Fund - 1,092,449 - - - -
Magellan Fund - - 1,656,706 - - -
Equity Income Fund - - - 678,321 - -
International Growth Fund - - - - 134,341 -
Asset Manager - - - - - 25,948
Asset Manager Growth - - - - - -
Asset Manager Income - - - - - -
Retirement Money Market
Trust - - - - - -
Butler Stock Fund - - - - - -
Participant loans - - - - - -
-------- --------- ---------- ------- ------- -------
Total investments 539,504 1,092,449 1,656,706 678,321 134,341 25,948
-------- --------- ---------- ------- ------- -------
Receivables-
Employee contributions
receivable - - - - - -
-------- --------- ---------- ------- ------- -------
Total receivables - - - - - -
-------- --------- ---------- ------- ------- -------
Net assets available
for benefits $539,504 $1,092,449 $1,656,706 $678,321 $134,341 $25,948
======== ========== ========== ======== ======== =======
</TABLE>
<TABLE>
<CAPTION>
Fund Information for 1998
----------------------------------------------------------------------------------------------
Asset Asset Retirement Butler
Manager Manager Money Stock Participant
Growth Income Market Trust Fund Loans Other Total
------ ------ ------------ ---- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Fidelity investment funds-
Managed Income Portfolio $ - $ - $ - $ - $ - $ - $ 539,504
Puritan Fund - - - - - - 1,092,449
Magellan Fund - - - - - - 1,656,706
Equity Income Fund - - - - - - 678,321
International Growth Fund - - - - - - 134,341
Asset Manager - - - - - - 25,948
Asset Manager Growth 60,929 - - - - - 60,929
Asset Manager Income - 29,028 - - - - 29,028
Retirement Money Market
Trust - - 657,299 - - - 657,299
Butler Stock Fund - - - 70,058 - - 70,058
Participant loans - - - - 227,463 - 227,463
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total investments 60,929 29,028 657,299 70,058 227,463 - 5,172,046
---------- ---------- ---------- ---------- ---------- ---------- ----------
Receivables-
Employee contributions
receivable - - - - - 81,229 81,229
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total receivables - - - - - 81,229 81,229
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available
for benefits $ 60,929 $ 29,028 $ 657,299 $ 70,058 $ 227,463 $ 81,229 $5,253,275
========== ========== ========== ========== ========== ========== ==========
</TABLE>
(continued)
3
<PAGE> 5
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998 AND 1997
(continued)
<TABLE>
<CAPTION>
Fund Information for 1997
------------------------------------------------------------------------------------------
Managed Equity International
Income Puritan Magellan Income Growth Asset
Portfolio Fund Fund Fund Fund Manager
--------- ---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Fidelity investment funds-
Managed Income Portfolio $427,910 $ - $ - $ - $ - $ -
Puritan Fund - 808,721 - - - -
Magellan Fund - - 1,030,032 - - -
Equity Income Fund - - - 498,086 - -
International Growth Fund - - - - 88,685 -
Asset Manager - - - - - 16,548
Asset Manager Growth - - - - - -
Asset Manager Income - - - - - -
Retirement Money Market
Trust - - - - - -
Butler Stock Fund - - - - - -
Participant loans - - - - - -
-------- -------- ---------- -------- ------- -------
Total investments 427,910 808,721 1,030,032 498,086 88,685 16,548
-------- -------- ---------- -------- ------- -------
Receivables-
Employee contributions
receivable - - - - - -
-------- -------- ---------- -------- ------- -------
Total receivables - - - - - -
-------- -------- ---------- -------- ------- -------
Net assets available
for benefits $427,910 $808,721 $1,030,032 $498,086 $88,685 $16,548
======== ======== ========== ======== ======= =======
</TABLE>
<TABLE>
<CAPTION>
Fund Information for 1997
--------------------------------------------------------------------------------------------
Asset Asset Retirement Butler
Manager Manager Money Stock Participant
Growth Income Market Trust Fund Loans Other Total
------ ------ ------------ ---- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value-
Fidelity investment funds-
Managed Income Portfolio $ - $ - $ - $ - $ - $ - $ 427,910
Puritan Fund - - - - - - 808,721
Magellan Fund - - - - - - 1,030,032
Equity Income Fund - - - - - - 498,086
International Growth Fund - - - - - - 88,685
Asset Manager - - - - - - 16,548
Asset Manager Growth 33,195 - - - - - 33,195
Asset Manager Income - 19,821 - - - - 19,821
Retirement Money Market
Trust - - 499,402 - - - 499,402
Butler Stock Fund - - - 74,851 - - 74,851
Participant loans - - - - 148,153 - 148,153
------- ------- -------- ------- -------- ------- ----------
Total investments 33,195 19,821 499,402 74,851 148,153 - 3,645,404
------- ------- -------- ------- -------- ------- ----------
Receivables-
Employee contributions
receivable - - - - - 76,515 76,515
------- ------- -------- ------- -------- ------- ----------
Total receivables - - - - - 76,515 76,515
------- ------- -------- ------- -------- ------- ----------
Net assets available
for benefits $33,195 $19,821 $499,402 $74,851 $148,153 $76,515 $3,721,919
======= ======= ======== ======= ======== ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 6
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Managed Equity International
Income Puritan Magellan Income Growth Asset
Portfolio Fund Fund Fund Fund Manager
--------- ---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employee $ 93,879 $ 167,243 $ 231,012 $109,965 $ 39,969 $ 6,801
Employer 16,265 26,303 37,429 16,950 6,801 828
Rollover - - - - - -
-------- ---------- ---------- -------- -------- --------
Total contributions 110,144 193,546 268,441 126,915 46,770 7,629
INCOME:
Net appreciation
(depreciation) in fair
value of investments - 37,733 325,233 33,617 5,149 (1,277)
Interest and dividends 29,528 111,355 77,732 38,510 4,745 4,617
OTHER INCREASES (DECREASES):
Distributions (24,175) (23,105) (41,504) (14,917) (5,771) (641)
Fees (344) (4,486) (1,953) (323) (83) (21)
Loan repayments 9,007 11,572 22,432 12,949 1,403 188
Loan withdrawals (19,487) (25,911) (52,595) (16,534) (3,029) (880)
Net interfund
transfers 1,259 (16,560) 24,492 227 (4,752) (215)
Net transfers (to) from
another employer-sponsored fund 6,290 (416) 4,396 (209) 1,224 -
Other (628) - - - - -
-------- ---------- ---------- -------- -------- --------
Increase (decrease) in
net assets
available for
for plan benefits 111,594 283,728 626,674 180,235 45,656 9,400
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 427,910 808,721 1,030,032 498,086 88,685 16,548
-------- ---------- ---------- -------- -------- --------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $539,504 $1,092,449 $1,656,706 $678,321 $134,341 $ 25,948
======== ========== ========== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Asset Asset Retirement Butler
Manager Manager Money Stock Participant
Growth Income Market Trust Fund Loans Other Total
------ ------ ------------ ---- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employee $ 14,087 $ 8,831 $127,128 $ 22,116 $ - $ 4,714 $ 825,745
Employer 1,835 1,259 31,494 2,741 - - 141,905
Rollover - - - - - - -
--------- -------- -------- -------- -------- --------- ----------
Total contributions 15,922 10,090 158,622 24,857 - 4,714 967,650
INCOME:
Net appreciation
(depreciation) in fair
value of investments 933 123 - (26,325) - - 375,186
Interest and dividends 8,770 2,368 32,304 1,605 - - 311,534
OTHER INCREASES (DECREASES):
Distributions (1,432) (2,144) (18,188) (3,389) (4,554) - (139,820)
Fees (58) - (871) (1,050) - - (9,189)
Loan repayments 1,406 887 12,053 2,489 (74,386) - -
Loan withdrawals (3,850) (904) (27,326) (4,653) 155,169 - -
Net interfund
transfers (1,081) (1,213) (3,691) 1,534 - - -
Net transfers (to) from
another employer-sponsored fund 7,124 - 4,994 139 3,081 - 26,623
Other - - - - - - (628)
--------- -------- -------- -------- -------- --------- ----------
Increase (decrease) in
net assets
available for
for plan benefits 27,734 9,207 157,897 (4,793) 79,310 4,714 1,531,356
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 33,195 19,821 499,402 74,851 148,153 76,515 3,721,919
--------- -------- -------- -------- -------- --------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $ 60,929 $ 29,028 $657,299 $ 70,058 $227,463 $ 81,229 $5,253,275
========= ======== ======== ======== ======== ========= ==========
</TABLE>
The accompanying notes are an integral part of this financial statement.
5
<PAGE> 7
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
General
Effective April 1, 1991, Butler Manufacturing Company (the Company) established
the Galesburg Hourly Employee Savings Trust (the Plan), which is administered by
the administrative committee. The investments of the Plan are in the custody of
Fidelity Institutional Retirement Services Company (Custodian). The trustee of
the Plan is the Fidelity Management Trust Company (Fidelity) which is appointed
by the administrative committee.
The following brief description of the Plan is provided for general information
purposes only. Participants should refer to the plan document for more complete
information.
Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis
and present the net assets available for benefits and changes in net assets
available for benefits.
Fees and Expenses
The expenses incurred by the administrative committee of the Plan in
administering plan activity and the expenses incurred by Fidelity in
administering the trust may be paid from the assets of the Plan or by the
Company, as the Company elects.
Eligibility
All full-time Galesburg union hourly employees of the Company having completed
six months of employment.
Vesting
All eligible employees participating in the Plan are immediately 100 percent
vested in employer and participant contributions.
6
<PAGE> 8
Termination
The Plan may be terminated at any time with the approval of the Company's board
of directors. If the Plan is terminated, each participant's account balance will
be, at the discretion of the Company, distributed in a lump sum or held in trust
to be distributed upon each participant's retirement, death, disability or
termination of employment.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Purchases and sales of
securities are recorded on a trade-date basis.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions that affect the reported amounts of net assets available for
benefits at the date of the financial statements and the reported amounts of
changes in net assets available for benefits during the reporting period. Actual
results could differ from those estimates.
2. CONTRIBUTIONS:
Employees may contribute to the Plan from 1 percent to 15 percent of their
compensation in 1 percent increments, subject to applicable IRS regulations.
Participants may direct investments of their contribution in 1 percent
increments among the funds established by Fidelity. At the discretion of the
board of directors, employee contributions up to 6 percent of compensation will
be matched 25 percent by the Company. This match is applicable only to employees
who are active employees on December 31, except in cases of retirement,
disability or death if the Company has made a company matching contribution
under the Butler Manufacturing Company 401(k) Employee Savings Trust Plan.
3. DISTRIBUTIONS:
If a participant retires on or after attaining age 55, becomes totally or
permanently disabled, dies or terminates employment for any other reason, the
full value of the account becomes distributable. If the value of the amount
distributable exceeds $3,500, the distribution cannot be made until the
participant reaches age 65 or gives consent to the distribution. All
distributions must be made prior to April 1 of the calendar year immediately
following the date the participant reaches age 70 1/2, even if still employed.
All distributions shall be made in a single payment of cash.
7
<PAGE> 9
There were no distributions payable to vested participants at December 31, 1998
and 1997. These amounts would have been included in net assets available for
benefits in the accompanying financial statements and shown as a liability of
the Plan for purposes of the Form 5500.
4. IN-SERVICE WITHDRAWALS:
Employee contributions, in part or in total, may be withdrawn for extreme
financial hardships. Such financial hardships include college costs, excessive
medical expenses, the purchase of a principal residence, or to prevent eviction
from a principal residence.
5. LOANS TO PARTICIPANTS:
At the discretion of the administrative committee, loans may be made to a
participant up to the lesser of $50,000 or 50 percent of the value of the
participant's account. No loan may be for an amount less than $1,000. Loans are
secured by an assignment of the participant's total account balance in the Plan.
Loan maturities may not be less than one year nor exceed five years, except for
home loans. Interest rates will be set by the administrative committee in
accordance with uniform procedures consistently applied in a manner which does
not discriminate in favor of officers, shareholders or highly compensated
participants.
6. FEDERAL INCOME TAXES:
The Plan has received a favorable determination letter, dated December 22, 1994,
from the IRS, qualifying the Plan under the Internal Revenue Code and exempting
the trust from federal income taxes. The Plan has been amended since receiving
the determination letter. The plan administrator believes the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, no provision for income taxes is included
in these financial statements.
8
<PAGE> 10
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST
LINE 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Fair
Shares Description Cost Value
- ------ ----------- ---- -----
<S> <C> <C>
*Fidelity Management Trust Company-
539,504 Managed Income Portfolio $ 539,504 $ 539,504
54,432 Puritan Fund 963,352 1,092,449
13,712 Magellan Fund 1,188,129 1,656,706
12,211 Equity Income Fund 534,088 678,321
6,425 International Growth Fund 128,777 134,341
1,492 Asset Manager 25,912 25,948
3,262 Asset Manager Growth 58,271 60,929
2,356 Asset Manager Income 28,299 29,028
657,299 Retirement Money Market Trust 657,299 657,299
10,895 Butler Stock Fund 100,189 70,058
- Participant loans outstanding, 9.0% - 227,463
</TABLE>
[FN]
* Party-in-interest to the Plan
</FN>
9
<PAGE> 11
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST
LINE 27D--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Purchases Sales
----------------------- ------------------------------------
Number of Total Number of Selling Net Gain
Description Transactions Cost Transactions Price (Loss)
----------- ------------ ---- ------------ ----- ------
<S> <C> <C> <C> <C> <C>
Fidelity Management Trust Company-
Puritan Fund 60 $318,859 46 $ 72,865 $ 4,635
Magellan Fund 64 419,095 41 117,654 20,425
Equity Income Fund 54 187,542 32 40,923 7,126
Managed Income Portfolio 44 173,323 36 61,728 -
Retirement Money Market Trust 39 217,660 38 59,763 -
</TABLE>
10
<PAGE> 12
SIGNATURE
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, 1999 By: /s/ Larry C. Miller
--------------------
Larry C. Miller, Member of the
Administrative Committee
11
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description .
- ------ ----------- -
<S> <C>
13.1 McGladrey & Pullen, LLP's Independent Auditors' Report for the Year
Ended December 31, 1997.
23.1 Consent of Independent Public Accountants dated June 29, 1998
23.2 Consent of Independent Public Accountants dated June 28, 1998
</TABLE>
12
<PAGE> 1
EXHIBIT 13.1
INDEPENDENT AUDITOR'S REPORT
We have audited the statement of net assets available for benefits of the Butler
Manufacturing Company Galesburg Hourly Employee Savings Trust as of December 31,
1997, and the related statements of changes in net assets available for benefits
for the year then ended. 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 audit.
We conducted our audit 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
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit 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 the changes in net assets available for benefits for the year then
ended, in conformity with generally accepted accounting principles.
/s/ McGLADREY & PULLEN, LLP
Galesburg, Illinois
June 9, 1998
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated June 29, 1999, included in this Form 11-K, into the Company's
previously filed Registration Statements on Form S-3 (No. 333-29817) and on Form
S-8 (No. 33-14464, 2-63830, 2-55753, 333-02285, 333-02557 and 2-36370).
/s/ Arthur Andersen LLP
Kansas City, Missouri
June 29, 1999
<PAGE> 1
EXHIBIT 23.2
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 audit of the
statement of net assets available for benefits of Butler Manufacturing Company
Galesburg Hourly Employee Savings Trust as of December 31, 1997, which is
included in the Annual Report on Form 11-K for the year ended December 31, 1998.
/s/ McGLADREY & PULLEN, LLP
Galesburg, Illinois
June 28, 1999
