<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, 1999
Commission file number 001-12335
Butler Employee Savings Trust (BEST)
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
of the Butler Manufacturing Company 401(k) Employee Savings Trust Plan as of
December 31, 1999 and 1998, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements and
the 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 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 the Plan as of
December 31, 1999 and 1998, and the changes in net assets available for
benefits for the years 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
401(k) EMPLOYEE SAVINGS TRUST PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
ASSETS:
Investments $94,763,269 $79,756,521
Receivables-
Employee contributions receivable 618,060 606,355
Employer contributions receivable 1,595,753 1,584,427
----------- -----------
Total receivables 2,213,813 2,190,782
----------- -----------
Net assets available for benefits $96,977,082 $81,947,303
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
BUTLER MANUFACTURING COMPANY
401(k) EMPLOYEE SAVINGS TRUST PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
CONTRIBUTIONS:
Employee $ 7,992,661 $ 7,925,070
Employer 1,595,753 1,584,427
Rollover 517,241 1,789,285
----------- -----------
Total contributions 10,105,655 11,298,782
INCOME:
Net appreciation in fair value of investments 3,704,747 6,252,387
Interest and dividends 7,210,570 4,999,711
OTHER INCREASES (DECREASES):
Distributions (5,922,443) (3,753,377)
Fees (68,520) (61,990)
Net transfers (to) from employer-sponsored fund 107 (21,490)
Other (337) 10,533
----------- -----------
Increase in net assets available
for plan benefits 15,029,779 18,724,556
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 81,947,303 63,222,747
----------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $96,977,082 $81,947,303
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
BUTLER MANUFACTURING COMPANY
401(k) EMPLOYEE SAVINGS TRUST PLAN
Notes to Financial Statements
December 31, 1999 and 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
General
Effective March 1, 1987, Butler Manufacturing Company (the Company) established
the 401(k) Employee Savings Trust Plan (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 salaried and nonunion hourly employees are eligible.
VESTING
All eligible employees participating in the Plan are immediately 100 percent
vested in employer and 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 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.
5
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BUTLER MANUFACTURING COMPANY
401(k) EMPLOYEE SAVINGS TRUST PLAN
Notes To Financial Statements
December 31, 1999 and 1998
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 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. At the discretion of the board of directors and
based on the Company's profitability, employee contributions up to 6 percent of
compensation will be matched 30 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. Effective January 1, 1997, the Plan
was amended to require that one-third of all company-matching contributions be
invested in the Butler Common Stock Fund.
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.
Distributions payable to vested participants at December 31, 1999 and 1998,
were $494,271 and $618,726, respectively. These amounts are included in net
assets available for benefits in the accompanying financial statements and are
shown as 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 or 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,
6
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BUTLER MANUFACTURING COMPANY
401(k) EMPLOYEE SAVINGS TRUST PLAN
Notes to Financial Statements
December 31, 1999 and 1998
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:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Fidelity investment funds-
Managed Income Portfolio $10,347,506 $ 9,221,787
Puritan Fund 13,177,513 12,947,133
Magellan Fund 36,803,178 28,231,877
Equity Income Fund 13,736,095 13,134,872
Retirement Money Market Trust 7,338,531 6,490,185
</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
$3,704,747 as follows:
<TABLE>
<S> <C>
Mutual funds $3,759,745
Common stock (54,998)
Corporate bond --
U.S. government securities --
----------
$3,704,747
==========
</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 is as follows:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Net assets-
Common stock $1,726,887 $1,176,481
========== ==========
Changes in net assets-
Contributions $ 816,076 $ 834,701
Interest and dividends 43,448 25,082
Net appreciation (54,998) (460,840)
Benefits paid to participants (91,188) (141,532)
Transfers (to) from participant-directed investments (97,359) 73,647
Loan withdrawals (7,645) (10,699)
Other (57,928) (41,112)
---------- ----------
$ 550,406 $ 279,247
========== ==========
</TABLE>
7
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BUTLER MANUFACTURING COMPANY
401(k) EMPLOYEE SAVINGS TRUST PLAN
Notes to Financial Statements
December 31, 1999 and 1998
8. FEDERAL INCOME TAXES:
The Plan has received a favorable determination letter, dated April 26, 1995,
from the IRS, qualifying the Plan under the Internal Revenue Code and exempting
the trust from federal income taxes. The Plan has not been amended since
receiving the determination letter, therefore, no provision for income taxes is
included in these financial statements.
8
<PAGE> 9
BUTLER MANUFACTURING COMPANY
401(k) EMPLOYEE SAVINGS TRUST PLAN
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-
10,347,506 Managed Income Portfolio $10,347,506
692,460 Puritan Fund 13,177,513
269,364 Magellan Fund 36,803,178
256,845 Equity Income Fund 13,736,095
91,282 International Growth Fund 2,747,590
94,044 Asset Manager 1,728,531
181,143 Asset Manager Growth 3,563,081
75,709 Asset Manager Income 922,137
7,336,531 Retirement Money Market Trust 7,336,531
273,242 Butler Stock Fund 1,726,887
-- Participant loans outstanding, 9.0% to 10.0% 2,674,221
</TABLE>
*Party-In-Interest to the Plan
9
<PAGE> 10
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.
BUTLER EMPLOYEE SAVINGS TRUST
Dated: June 28, 2000 By: /s/ Larry C. Miller
-------------------
Larry C. Miller, Member of the
Administrative Committee
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
23 Consent of Independent Public Accountants
</TABLE>
