UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
[_] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
----------------------
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from July 3, 1994 to December 31, 1994
Commission File Number 1-11978
----------
The Manitowoc Company, Inc.
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-0448110
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
700 E. Magnolia Avenue, Suite B, Manitowoc, Wisconsin 54220
---------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(414) 684-4410
---------------------------------------------------------------
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since
last report.)
Indicate by check mark whether the Registrant (1) 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 (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes ( X ) No ( )
The number of shares outstanding of the Registrant's common
stock, $.01 par value, as of January 31, 1995, the most recent
practicable date, was 7,674,475.
PART I. FINANCIAL INFORMATION
-------------------------------
Item 1. Financial Statements
- -----------------------------
<TABLE>
<CAPTION>
THE MANITOWOC COMPANY, INC.
Consolidated Statement of Earnings
For the Quarter and Transition Period Ended December 31, 1994
and Comparable Periods Ending January 1, 1994
(Unaudited)
(In thousands, except per-share and average shares data)
Transition
Quarter 13 Weeks Period 26 Weeks
Ended Ended Ended Ended
Dec 31, 1994 Jan 1, 1994 Dec 31, 1994 Jan 1, 1994
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Net Sales $ 57,867 $ 67,772 $123,906 $128,828
Costs And Expenses:
Cost of goods sold 44,885 52,091 92,604 96,371
Engineering, selling and
administrative expenses 13,555 11,101 25,787 21,843
Plant consolidation costs 14,000 -- 14,000 --
-------- -------- -------- --------
Total 72,440 63,192 132,390 118,214
Earnings(Loss) From Operations (14,573) 4,580 (8,484) 10,614
Other Income (Expense):
Interest & dividend income 127 489 333 945
Other income (expense) (98) (88) (164) (50)
------- -------- -------- --------
Total 29 401 169 895
------- -------- -------- --------
Earnings (loss) before
taxes on income (14,544) 4,981 (8,315) 11,509
Provision for taxes on income (5,672) 1,893 (3,243) 4,333
------- -------- -------- --------
Net earnings (loss) (8,872) 3,088 (5,072) 7,176
------- -------- -------- --------
Net Earnings(Loss) Per Share ($ 1.16) $ .35 ($ .66) $ .79
Dividends Per Share $ .25 $ .25 $ .50 $ .50
Average Shares Outstanding 7,674,475 8,938,955 7,745,221 9,032,641
<FN>
See accompanying notes which are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
THE MANITOWOC COMPANY, INC.
Consolidated Balance Sheet
December 31, 1994 and July 2, 1994
(In thousands, except share data)
-ASSETS-
(Unaudited) (Audited)
December 31, 1994 July 2, 1994
------------------ --------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 4,118 $ 15,094
Marketable securities 12,045 15,008
Accounts receivable 29,500 42,589
Inventories 36,793 31,240
Prepaid expenses and other 2,882 2,956
Future income tax benefits 11,200 10,770
--------- ---------
Total current assets 96,538 117,657
Intangibles and other-net 11,636 4,859
Property, plant and equipment:
At cost 151,345 179,011
Less accumulated depreciation (100,061) (115,679)
--------- ---------
Property, plant and equipment-net 51,284 63,332
--------- ---------
TOTAL $ 159,458 $ 185,848
--------- ---------
-LIABILITIES AND STOCKHOLDERS' EQUITY-
Current Liabilities:
Accounts payable and accrued expenses $ 47,863 $ 53,784
Income taxes payable 0 4,859
Product warranties 5,502 4,967
--------- ---------
Total current liabilities 53,365 63,610
Non-Current Liabilities:
Product warranties 2,944 3,129
Deferred income taxes 692 1,310
Deferred employee expenses 18,190 17,688
Deferred income 2,936 3,811
Other 6,274 2,441
--------- ---------
Total non-current liabilities 31,036 28,379
--------- ---------
Stockholders' Equity:
Common stock (10,887,847 shares
issued at both dates) 109 109
Additional paid-in capital 31,115 31,115
Cumulative foreign currency
translation adjustments (188) (410)
Retained earnings 125,523 134,433
Treasury stock at cost (3,213,372 and
2,805,000 shares) (81,502) (71,388)
--------- ---------
Total stockholders' equity 75,057 93,859
--------- ---------
TOTAL $ 159,458 $ 185,848
--------- ---------
<FN>
See accompanying notes which are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
THE MANITOWOC COMPANY, INC.
Consolidated Statement of Cash Flows
For the Transition Period Ended December 31, 1994 and 26 Weeks Ended January 1, 1994
(In thousands)
(Unaudited)
December 31, 1994 January 1, 1994
----------------- -----------------
<S> <C> <C>
Cash Flows From Operations:
Net earnings ($ 5,072) $ 7,176
Non-cash adjustments to income:
Depreciation and amortization 3,426 2,910
Plant consolidation 14,000 --
Deferred income taxes (5,520) 145
Changes in operating assets & liabilities:
Accounts receivable 13,089 15,117
Inventory (5,553) 4,757
Other current assets 74 4,474
Current liabilities (15,072) (12,298)
Non-current liabilities 488 467
Deferred income (875) (216)
Non-current assets 685 312
--------- ---------
Net cash(used for) provided by operations (330) 22,844
Cash Flows From Investing:
Sale(purchase) of temporary investments-net 2,963 (16,522)
Capital expenditures (3,730) (1,938)
--------- ---------
Net cash used for investing (767) (18,460)
Cash Flows From Financing:
Dividends paid (3,838) (4,510)
Proceeds from revolving line of credit-net 3,999 --
Treasury stock purchases (10,114) (9,479)
--------- ---------
Net cash used for financing (9,953) (13,989)
Effect of exchange rate changes on cash 74 (68)
--------- ---------
Net decrease in cash & cash equivalents (10,976) (9,673)
Balance at beginning of year 15,094 37,348
--------- ---------
Balance at end of period $ 4,118 $ 27,675
--------- ---------
Supplemental Cash Flow Information:
Interest paid $ 157 $ 81
Income taxes paid $ 6,901 $ 4,906
<FN>
See accompanying notes which are an integral part of these statements.
</TABLE>
THE MANITOWOC COMPANY, INC.
Notes to Unaudited Consolidated Financial Statements
For the Quarter and Transition Period Ended December 31, 1994
and Comparable Periods Ending January 1, 1994
(Unaudited)
Note 1.
In August 1994, the Board of Directors approved a change in
the Company's fiscal year-end to December 31. In the
opinion of management, the accompanying unaudited condensed
financial statements contain all adjustments, representing
normal recurring accruals, necessary to present fairly the
results of operations for the quarter and transition period
ended December 31, 1994 and the thirteen and twenty-six
weeks ended January 1, 1994, the financial position at
December 31, 1994 and the changes in the cash flows for the
transition period ended December 31, 1994 and the twenty-six
weeks ended January 1, 1994. The interim results are not
necessarily indicative of results for a full year and do not
contain information included in the Company's annual
consolidated financial statements and notes.
Note 2.
<TABLE>
<CAPTION>
The components of inventory at December 31, 1994 and July 2,
1994 are summarized as follows (in thousands):
December 31, 1994 July 2, 1994
------------------ -------------
<S> <C> <C>
Components:
Raw materials $ 13,150 $ 11,275
Work-in-process 14,659 19,463
Finished goods 28,758 20,787
--------- --------
Total inventories at FIFO costs 56,567 51,525
Excess of FIFO costs
over LIFO value (19,774) (20,285)
--------- --------
Total inventories $ 36,793 $ 31,240
</TABLE>
Inventory is carried at the lower of cost or market using
the first-in, first-out (FIFO) method for 50% and 61% of
total inventory for December 31, 1994 and July 2, 1994,
respectively. The remainder of the inventory is costed
using the last-in, first-out (LIFO) method.
At December 31, 1994 and July 2, 1994, the FIFO cost of
finished goods held for lease was $940 and $249,
respectively. The cost of this inventory is amortized to
cost of sales as a percentage of lease revenues.
Note 3.
On September 8, 1992, the Board of Directors authorized the
Company to repurchase up to 1.5 million shares of its common
stock. In addition, on January 11, 1994 and February 1,
1994, the Board of Directors authorized the repurchase of an
additional .5 million and 1.0 million shares, respectively.
Such repurchases will be in open market or privately
negotiated purchases, as the Company may determine from time
to time. As of December 31, 1994, a total of 2,646,372
shares were purchased pursuant to these authorizations.
Note 4.
The United States Environmental Protection Agency ("EPA")
has identified the Company as a potentially responsible
party ("PRP") under the Comprehensive Environmental Response
Compensation and Liability Act ("CERCLA"), liable for the
costs associated with investigating and cleaning up
contamination at the Lemberger Landfill Superfund Site ("the
Site") near Manitowoc, Wisconsin.
Eleven of the potentially responsible parties have formed a
group (the Lemberger Site Remediation Group, or "LSRG") and
have successfully negotiated with the EPA and Wisconsin
Department of Natural Resources to settle the potential
liability at the Site and fund the cleanup. Approximately
150 PRP's have been identified as having shipped substances
to the Site.
Recent estimates indicate that the total cost to clean up
the Site could be as high as $25 million, however, the
ultimate remediation methods and appropriate allocation of
costs for the Site are not yet final.
Although liability is joint and several, the Company's
percentage share of liability is estimated to be 5% of the
total cleanup costs, but could increase to 15% if no
participation agreements are made between the LSRG and any
other PRP's. In connection with this matter, the Company
expensed $3.0 million in prior years for its estimated
portion of the cleanup costs.
The Company is involved in various other legal actions
arising in the normal course of business. After taking into
consideration legal counsel's evaluation of such actions, in
the opinion of management, ultimate resolution is not
expected to have a material adverse effect on the
consolidated financial statements.
As of December 31, 1994, 38 product related lawsuits were
pending. Of these, eleven occurred between 1985 and 1990
when the Company was completely self-insured. The remaining
lawsuits occurred subsequent to June 1, 1990, at which time
the Company has insurance coverages ranging from a $5.5
million self-insured retention with a $10.0 million limit on
the insurer's contribution in 1990, to the current $1.0
million self-insured retention and $16.0 million limit.
Product liability reserves at December 31, 1994 are $7.9
million; $4.5 million reserved specifically for the 38 cases
referenced above, and $3.4 million for incurred but not
reported claims. These reserves were estimated using
actuarial methods. The highest current reserve for a non-
insured claim is $.7 million, and $.9 million for an insured
claim. Based on the Company's experience in defending
itself against product liability claims, management believes
the current reserves are adequate for estimated settlements
on aggregate self-insured claims.
Note 5.
During the quarter ended December 31, 1994, the Company's
decision to accelerate the consolidation of large-crane
manufacturing to a single site resulted in a $14 million
charge to earnings in the cranes and related products
segment in such quarter. The charge includes a $9.4 million
write-down of the facility being abandoned and estimated
holding costs of $4.6 million while the plant is being
marketed.
The assets currently held for sale include land and
improvements, buildings, and certain machinery and equipment
at the ``Peninsula facility'' located in Manitowoc,
Wisconsin. The current carrying value of these assets,
determined through independent appraisals, is approximately
$3 million and is included in intangibles and other. The
future holding costs, included in accounts payable and
accrued expenses and in other non-current liabilities,
consist primarily of utilities, security, maintenance,
property taxes, insurance, and demolition costs for various
buildings. Future holding costs also include estimates for
various environmental studies on the Peninsula location.
Additional costs, expected to range between $2.5 - $3.5
million, will be incurred in the future as part of the
consolidation. These costs will be expensed as incurred and
include items such as moving and relocation, engineering,
and severance.
Note 6.
During the period the Company adopted Statement of Financial
Accounting Standard No. 115 ``Accounting for Certain
Investments in Debt and Equity Securities'' . The effect of
adopting this new standard was not material. Marketable
securities include $8.0 million of investments in treasury
bills which will be held to maturity and $4.0 million of
equity securities, which are available for sale. For both
types of investments, the difference between fair market
value and cost was not material. The treasury bills mature
at various dates beginning in September, 1995, through
December, 1995.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations for the Transition Period Ended December 31,
1994 and 26 Weeks Ended January 1, 1994
- ------------------------------------------------------------------
<TABLE>
<CAPTION>
Net sales and earnings from operations by business segment for the
quarter and transition period ended December 31, 1994 and the 13 and
26 weeks ended January 1, 1994 are shown below (in thousands):
Transition
Quarter 13 Weeks Period 26 Weeks
Ended Ended Ended Ended
Dec 31, 1994 Jan 1, 1994 Dec 31 1994 Jan 1, 1994
------------ ------------- ------------- -------------
<S> <C> <C> <C> <C>
NET SALES:
Cranes and related products $ 34,972 $ 46,897 $ 70,958 $ 78,856
Foodservice products 18,089 16,078 44,996 40,846
Marine 4,806 4,797 7,952 9,126
-------- -------- -------- --------
Total 57,867 67,772 123,906 128,828
EARNINGS (LOSS) FROM OPERATIONS:
Cranes and related products (1,053) 2,069 870 3,128
Foodservice products 3,070 2,793 9,426 8,777
Marine (255) 935 (799) 1,132
General corporate expense (2,335) (1,217) (3,981) (2,423)
Plant consolidation expense (14,000) -- (14,000) --
-------- ------- ------- -------
Total ($14,573) $ 4,580 ($8,484) $10,614
</TABLE>
For the quarter ended December 31, 1994, the company posted a net loss
of $8.9 million, or $1.16 per share compared to net earnings of $3.1
million, or 35 cents per share during the comparable period last year.
The primary cause for the loss was a pre-tax plant consolidation
charge of $14.0 million, or $1.12 per share. Without this charge, the
company would have reported a loss of $333,000, or 4 cents per share,
due to fewer large-crane sales.
The net loss for the transition period was $5.1 million, or 66 cents
per share, compared with net earnings of $7.2 million, or 79 cents per
share, for the comparable period last year. Without the plant
consolidation charge, earnings for the transition period would have
been $3.5 million or 45 cents per share.
Net sales for the quarter ended December 31, 1994 were $57.9 million,
down 15% from sales of $67.8 million a year ago, Net sales for the
transition period totaled $123.9 million, a decline of 4 percent from
the first half of fiscal 1994.
The Company's decision to accelerate the consolidation of large-crane
manufacturing to a single site resulted in a $14 million charge to
earnings in the cranes and related products segment in the quarter
ended December 31, 1994. The charge includes a $9.4 million write-
down of the facility being abandoned and estimated holding costs of
$4.6 million while the plant is being marketed.
The assets currently held for sale include land and improvements,
buildings, and certain machinery and equipment at the "Peninsula
facility'' located in Manitowoc, Wisconsin. The current carrying
value of these assets, determined through independent appraisals, is
approximately $3 million. The future holding costs consist primarily
of utilities, security, maintenance, property taxes, insurance, and
demolition costs for various buildings. Future holding costs also
include estimates for various environmental studies on the Peninsula
location.
Additional costs will be incurred as part of the consolidation. These
costs will be expensed as incurred and include items such as moving
and relocation, engineering, and severance.
For the quarter, sales of cranes and related products declined 25% to
$35 million, compared to $46.9 million for the comparable period last
year. The soft market for heavy-lift cranes contributed to a net loss
of $1.1 million for the segment during the quarter, versus net
earnings of $2.1 million for the comparable period last year. Sales
and earnings increases at our Manitex facility and the prior year
acquisition of Femco did not offset the declines at our large crane
division. As a result, year-to-date sales and earnings for cranes and
related products have decreased 10% and 128%, respectively.
The Foodservice segment continues to benefit from a strong market as
sales increased 13% for the quarter to $18.1 million, but earnings
grew only 10% to $3.0 million. This was due to costs associated with
a plant expansion project, production line moves made to increase
manufacturing efficiency, and ISO 9001 certification. The segment's
sales and earnings for the transition period increased 10% and 7%,
respectively.
Sales for the quarter in the Marine segment increased slightly;
however, the segment incurred a net loss of $255,000 compared to
earnings of $935,000 in fiscal 1994. Sales for the transition period
were $8.0 million compared to $9.1 million for the same period last
year. In addition, a net loss of $.8 million in the transition period
compares to earnings of $1.1 million last year. Fewer drydockings and
less emergency repair work than was performed in the prior year
contributed to this shortfall for both the quarter and transition
period.
Financial Condition at December 31, 1994
- -----------------------------------------
Not withstanding the results of the transition period, the Company's
financial condition remains strong. Cash and marketable securities of
$16.2 million are adequate to meet the Company's liquidity
requirements for the foreseeable future, including payments on the
line of credit, costs associated with the plant consolidation, and the
stock repurchases authorized by the Board of Directors.
PART II. OTHER INFORMATION
-----------------------------
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the Company's Annual Meeting of Shareholders held on
November 1, 1994, all of the Board of Directors' nominees
named in the tabulation of votes below were elected as
directors, by the votes cast for and withheld with respect
to each nominee indicated to serve for terms expiring at the
1998 Annual Meeting (as a result of the change in the
Company's fiscal year). There was no solicitation in
opposition to the nominees proposed in the Proxy Statement
and there were no abstentions or broker non-votes with
respect to the election of directors.
Name of Nominee For Withheld
----------------- --------- --------
Gilbert F. Rankin, Jr. 6,343,639 251,284
Robert K. Silva 6,345,012 249,911
Messrs. Fred M. Butler, George T. McCoy and Guido R. Rahr,
Jr.'s terms as directors continue until the 1997 Annual
Meeting. Messrs. Dean H. Anderson, James P. McCann and
Robert S. Throop's terms as directors continue until the
1996 Annual Meeting.
Further information concerning the election of directors is
contained in the Proxy Statement dated September 30, 1994
with respect to the Company's 1994 Annual Meeting of
Shareholders.
Item 6. Exhibits and Reports on Form 8-K
---------------------------------
(a) Exhibits: See exhibit index following the signatures on
this Report, which is incorporated herein by reference.
(b) Reports on Form 8-K: During the transition period
ended December 31, 1994, a report on Form 8-K dated
August 9, 1994 was filed to report the Company's change
in fiscal year end from the Saturday closest to June 30
of each calendar year to December 31 of each calendar
year.
SIGNATURES
Pursuant to the requirements 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.
THE MANITOWOC COMPANY, INC.
(Registrant)
/s/ Fred M. Butler
------------------------
Fred M. Butler
Chief Executive Officer
/s/ Robert R. Friedl
------------------------
Robert R. Friedl
Chief Financial Officer
/s/ E. Dean Flynn
------------------------
E. Dean Flynn
Secretary
February 10, 1995
THE MANITOWOC COMPANY, INC.
EXHIBIT INDEX
TO FORM 10-Q
FOR TRANSITION PERIOD ENDED
DECEMBER 31, 1994
Exhibit Filed
No. Description Herewith
- ------- ----------- --------
10 Supplemental Retirement Agreement X
between Robert K. Silva and the
Company dated January 2, 1995.
27 Financial Data Schedule X
SUPPLEMENTAL RETIREMENT AGREEMENT
-----------------------------------
THIS AGREEMENT, made and entered into as of this 2nd
day of January, 1995, by and between The Manitowoc Company,
Inc., a Wisconsin corporation (the "Company") and Robert
K. Silva ("Executive").
RECITALS
----------
A. Executive is employed by the Company as its Executive
Vice President and Chief Operating Officer;
B. The Company desires to have the benefit of Executive's
continued loyalty, service and counsel until his
retirement; and
C. The parties are entering into this Agreement to provide
Executive with an added incentive to remain with the
Company until completion of FY 1996.
NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Definitions. As used in this Agreement, the following
terms shall have the meanings assigned to them:
a. "Cause" in connection with the termination by
the Company of the employment of Executive means
Executive's persistent failure to follow the
Company's written directives and policies, or
insubordination, willful malfeasance, gross
negligence or acts of dishonesty by Executive.
b. "Normal Retirement" means the termination of
Executive's employment with the Company for any
reason (including by reason of death), if such
termination occurs on or after the attainment by
Executive of age 68.
c. "Change in Control of the Company" shall have
the same meaning as the phrase "change in control
of the Company" in the Contingent Employment
Agreement between the Company and Executive dated
as of December 29, 1988.
d. "Full Monthly Benefit" means one-twelfth of
$125,000.
e. "Reduced Monthly Benefit" means the Full Monthly
Benefit, reduced by two percent (2%) for each full
month by which Executive's employment with the
Company terminates prior to his attainment of age
68; provided, however, that if the Company
terminate Executive's employment for other than
Cause prior to attainment of age 68 but on or
after a Change in Control, the Reduced Monthly
Benefit shall be equal to 70% of the Full Monthly
Benefit.
2. Normal Retirement. Upon Normal Retirement, Executive
shall be paid the actuarial equivalent of a Full
Monthly Benefit, in the form provided in Section 6
hereof.
3. Early Retirement. Upon Early Retirement, Executive will
be paid the actuarial equivalent of a Reduced Monthly
Benefit, in the form provided in Section 6 hereof.
4. Termination of Employment Prior to Age 68. Upon the
death of Executive prior to his attainment of age 68, or
upon termination by the Company of Executive's employment
for other than Cause prior to his attainment of age 68,
Executive shall be paid the actuarial equivalent of a
Reduced Monthly Benefit, in the form provided in Section
6 hereof.
5. Change of Control. Upon termination by the Company of
Executive's employment for other than Cause prior to his
attainment of age 68 but on or after a Change in Control,
Executive shall be paid the actuarial equivalent of a
Reduced Monthly Benefit, in the form provided in Section
6 hereof.
6. Form of Benefit Payments. The Full Monthly Benefit or
the Reduced Monthly Benefit, as applicable, shall be
payable to Executive pursuant to Section 2, 3, 4, or 5
hereof in the form of a joint and 100% survivor annuity,
such that the actuarial equivalent of the Full Monthly
Benefit or Reduced Monthly Benefit, as applicable, will
be payable to Executive during his lifetime, and upon
Executive's death to his spouse for her lifetime if she
survives him, commencing on the first day of the first
full calendar month following Executive's termination of
employment and on the first day of each succeeding
calendar month.
7. Rabbi Trust. Within thirty (30) days following the
occurrence of an event which entitles Executive to begin
to receive payments pursuant to the joint and 100%
survivor annuity referred to in Section 6, the Company
shall establish a so-called "rabbi trust" for the
purpose of providing additional assurance to Executive
that the Company's obligations hereunder will be met.
The trustee of such rabbi trust shall be a bank or trust
company located in the United States. The trust
agreement creating such trust shall contain terms which
are customarily associated with such trusts, including
terms to ensure that the Company is treated as the
grantor of the trust for federal income tax purposes.
Contemporaneously with the establishment of such trust,
the Company will deposit with the trustee of such trust
an amount equal to the present value of the joint and
100% survivor annuity referred to in Section 6.
8. Actuarial Calculations. Hewitt Associates (or if it is
unable or declines to act, such other nationally
recognized benefits consulting firm as Company may
designate) shall calculate the Full Monthly Benefit or
Reduced Monthly Benefit, as applicable, the amount of the
joint and 100% survivor annuity referred to in Section
6, and the present value of such annuity in connection
with the establishment of the rabbi trust referred to in
Section 7, and such calculations shall be binding and
conclusive on the parties. In calculating the foregoing
amounts, Hewitt Associates or other benefits consulting
firm shall use an 8% annual interest rate, the 1983 Group
Annuity Mortality Table and such other actuarial
assumptions as may be necessary in the sole discretion of
Hewitt Associates or such other benefits consulting firm.
9. Unfunded Plan. Nothing contained in this Agreement and
no action taken pursuant to its terms shall create or be
construed to create a trust of any kind or any fiduciary
relationship between the Company and Executive or any
other person. This Agreement, and the benefits payable
hereunder shall at all times be unfunded, and the rights
of Executive or any other person to any payments
hereunder shall be those of an unsecured creditor.
10. Non-alienation. The right of Executive or any other
person to the payment of amounts under this Agreement
shall not be assignable or transferable or subject to any
sale, mortgage, lien, pledge, hypothecation,
anticipation, garnishment, attachment, execution or levy
of any kind, whether by operation of law or otherwise.
11. No Guarantee of Employment. Nothing contained in this
Agreement shall be construed as conferring upon Executive
the right to continue in the employment of the Company.
12. Effect on Other Plans. Unless otherwise required by
law, amounts payable to Executive hereunder shall not
constitute "compensation" for the purpose of computing
benefits under any retirement plans or welfare benefit
plans which may be maintained by the Company for the
benefit of Executive, except that Executive shall not be
eligible to participate in the Company profit sharing
plan.
13. Limitation on Liability. No member of the Board of
Directors of the Company or any Committee thereof, and no
officer, employee or agent of the Company, shall be
liable to Executive or other person for any action taken
or omitted in connection with this Agreement, unless
attributable to such individual's fraud, willful
misconduct or gross negligence.
14. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the Company and its
successors and assigns, and Executive and his
beneficiaries, heirs and legal representatives.
15. Severability. If any of the provisions of this
Agreement shall be held to be invalid, or shall be
determined to be inconsistent with the purpose of this
Agreement, the remainder of this Agreement shall not be
affected thereby.
16. Governing Law. This Agreement shall be construed in
accordance with and governed by the internal laws by the
State of Wisconsin.
17. Complete Agreement. This Agreement constitutes the
complete agreement between the Company and Executive
concerning its subject matter, and may be amended only by
a written instrument signed by each of them. Nothing
contained herein affects in any way the Contingent
Employment Agreement between Executive and the Company
dated as of December 29, 1988, which remains in full
force and effect.
18. Withholding. The Company shall have the right to deduct
from any payments hereunder any taxes required by law to
be withheld.
19. Effectiveness. This Agreement shall not become
effective until it is approved by the Board of Directors
of the Company, notwithstanding the earlier execution by
the Company and Executive.
IN WITNESS WHEREOF, the Company and Executive have
executed this Agreement as of the date first written above.
THE MANITOWOC COMPANY, INC.
By: /s/ Fred M. Butler
----------------------------
Fred M. Butler
President & CEO
/s/ Robert K. Silva
------------------------------
Robert K. Silva
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 4118
<SECURITIES> 12045
<RECEIVABLES> 30696
<ALLOWANCES> 1196
<INVENTORY> 36793
<CURRENT-ASSETS> 96538
<PP&E> 151345
<DEPRECIATION> 100061
<TOTAL-ASSETS> 159458
<CURRENT-LIABILITIES> 53365
<BONDS> 0
<COMMON> 109
0
0
<OTHER-SE> 74948
<TOTAL-LIABILITY-AND-EQUITY> 159458
<SALES> 123906
<TOTAL-REVENUES> 123906
<CGS> 92604
<TOTAL-COSTS> 132390
<OTHER-EXPENSES> 164
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 187
<INCOME-PRETAX> (8315)
<INCOME-TAX> (3243)
<INCOME-CONTINUING> (5072)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5072)
<EPS-PRIMARY> (.66)
<EPS-DILUTED> (.66)
</TABLE>
