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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, 1999
Commission file number 001-12335
Butler Manufacturing Company
Warwick Hourly Employee Savings Trust
401(k) Plan
Butler Manufacturing Company
BMA Tower
Penn Valley Park
Kansas City, MO 64108
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Report of Independent Public Accountants
To the Board of Directors of the
Butler Manufacturing Company:
We have audited the accompanying statement of net assets available for benefits
of Butler Manufacturing Company Warwick Hourly Employee Savings Trust Plan as of
December 31, 1999, and the related statement of changes in net assets available
for benefits for the year then ended. These financial statements and the
supplemental schedule referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits 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 of the Plan as of
December 31, 1999, and the changes in net assets available for benefits for the
year then ended in conformity with accounting principles generally accepted in
the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999, is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is 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 schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is 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 14, 2000
2
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BUTLER MANUFACTURING COMPANY
WARWICK HOURLY EMPLOYEE SAVINGS TRUST
Statement of Net Assets Available for Benefits
December 31, 1999
<TABLE>
<S> <C>
ASSETS:
Investments $16,239
Receivables -
Employee contributions receivable 2,662
-------
Total receivables 2,662
-------
Net assets available for benefits $18,901
=======
</TABLE>
The accompanying notes are an integral part of this financial statement.
3
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BUTLER MANUFACTURING COMPANY
WARWICK HOURLY EMPLOYEE SAVINGS TRUST
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1999
<TABLE>
<S> <C>
CONTRIBUTIONS:
Employee $15,836
-------
Total contributions 15,836
INCOME:
Net appreciation in fair value of investments 469
Interest and dividends 639
OTHER INCREASES (DECREASES):
Fees (153)
Net transfers (to) from another employer-sponsored fund 2,104
Other 6
-------
Increase in net assets available for plan benefits 18,901
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year --
-------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $18,901
=======
</TABLE>
The accompanying notes are an integral part of this financial statement.
4
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BUTLER MANUFACTURING COMPANY
WARWICK HOURLY EMPLOYEE SAVINGS TRUST
Notes to Financial Statements
December 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
General
Effective January 1, 1999, Butler Manufacturing Company (the Company)
established the Warwick 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
of accounting 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 Warwick union hourly employees of the Company having completed or
coinciding with the employee's employment date are eligible for participation
in the Plan.
Vesting
All eligible employees participating in the Plan are immediately 100 percent
vested in participant contributions.
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 help 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.
5
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BUTLER MANUFACTURING COMPANY
WARWICK HOURLY EMPLOYEE SAVINGS TRUST
Notes to Financial Statements
December 31, 1999
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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 the 1 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.
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 $5,000, 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.
There were no distributions payable to vested participants at December 31, 1999.
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,
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BUTLER MANUFACTURING COMPANY
WARWICK HOURLY EMPLOYEE SAVINGS TRUST
Notes to Financial Statements
December 31, 1999
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. INVESTMENTS:
The following presents investments that represent 5 percent or more of the
Plan's net assets as of December 31, 1999:
<TABLE>
<S> <C>
Fidelity investment funds -
Managed Income Portfolio $ 964
Puritan Fund 1,904
Magellan Fund 10,194
Equity Income Fund 1,615
Retirement Money Market Trust 1,307
</TABLE>
During 1999 the Plan's Investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by $468
as follows:
<TABLE>
<S> <C>
Mutual funds $ 468
Common Stock --
Corporate bond --
U.S. government securities --
-------
$ 468
=======
</TABLE>
7. NONPARTICIPANT-DIRECTED INVESTMENTS:
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments as of December
31, 1999, is as follows:
<TABLE>
<S> <C>
Net assets -
Common stock $ 41
=======
Changes in net assets -
Contributions $ 40
Net appreciation 1
-------
$ 41
=======
</TABLE>
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BUTLER MANUFACTURING COMPANY
WARWICK HOURLY EMPLOYEE SAVINGS TRUST
Part IV - Line 41 - Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
Fair
Shares Description Value
------ ------------------------------------- -----
<S> <C> <C>
*Fidelity Management Trust Company -
964 Managed Income Portfolio $ 964
100 Puritan Fund 1,904
75 Magellan Fund 10,194
30 Equity Income Fund 1,615
2 International Growth Fund 46
4 Asset Manager Growth 85
7 Asset Manager Income 83
1,307 Retirement Money Market Trust 1,307
7 Butler Stock Fund 41
</TABLE>
*Party-in-interest to the Plan
8
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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.
WARWICK HOURLY EMPLOYEE SAVINGS TRUST
Date: June 28, 2000 By: /s/ Larry C. Miller
-------------------
Larry C. Miller, Member of the
Administrative Committee
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
23 Consent of Independent Public Accountants
</TABLE>
