SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the plan year ended December 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number: 0-6645
A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
THE MANITOWOC COMPANY, INC. RSVP PROFIT SHARING PLAN
B. Name of the issuer of securities held pursuant to the
plan and the address of it's principal executive office:
THE MANITOWOC COMPANY, INC.
500 So. 16th Street
Manitowoc, WI 54220
There are no exhibits to this document.
REQUIRED INFORMATION
--------------------
The following financial statements and schedules of The Manitowoc
Company, Inc. RSVP Profit Sharing Plan, prepared in accordance with
the financial reporting requirements of the Employee Retirement Income
Securities Act of 1974, as amended, are filed herewith.
THE MANITOWOC COMPANY, INC.
RSVP PROFIT SHARING PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996 AND 1995
AND FOR THE YEAR ENDED DECEMBER 31, 1996
Report of Independent Accountants
To the Administrative Committee of
The Manitowoc Company, Inc.
RSVP Profit Sharing Plan
We have audited the accompanying statements of net assets
available for plan benefits of The Manitowoc Company, Inc. RSVP
Profit Sharing Plan (the "Plan") as of December 31, 1996 and
1995, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1996.
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 the Plan as of December 31, 1996 and
1995, and the changes in net assets available for benefits for
the year ended December 31, 1996, in conformity with generally
accepted accounting principles.
/s/ Coopers & Lybrand LLP
Milwaukee, Wisconsin
May 22, 1997
<TABLE>
<CAPTION>
The Manitowoc Company, Inc.
RSVP Profit Sharing Plan
Statements of Net Assets Available for Plan Benefits
as of December 31, 1996 and 1995
1996 1995
------------- -----------
<S> <C> <C>
Investments in The Manitowoc Company, Inc.
Employees' Profit Sharing Trust, at market $ 89,946,412 $ 85,115,706
Contributions receivable 2,360,487 1,326,502
------------ ------------
Net assets available for plan benefits $ 92,306,899 $ 86,442,208
============ ============
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<TABLE>
<CAPTION>
The Manitowoc Company, Inc.
RSVP Profit Sharing Plan
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1996
<S> <C>
Additions to net assets attributed to:
Income from The Manitowoc Company, Inc.
Employees' Profit Sharing Trust $ 9,192,552
Contributions:
Employer 2,955,453
Participants 1,206,384
-----------
4,161,837
-----------
Total additions 13,354,389
Deductions from net assets attributed to:
Benefits paid to participants (7,500,212)
-----------
Net increase before transfers 5,854,177
Net transfers from other plans 10,514
----------
Net increase 5,864,691
Net assets available for plan benefits:
Beginning of year 86,442,208
----------
End of year $ 92,306,899
==========
The accompanying notes are an integral part of these financial
statements.
</TABLE>
The Manitowoc Company, Inc.
RSVP Profit Sharing Plan
Notes to Financial Statements
1. Plan Description:
a. General: The Manitowoc Company, Inc. RSVP Profit Sharing
Plan (the "Plan") is a defined contribution plan covering
substantially all salaried and non-union hourly employees of
participating companies of The Manitowoc Company, Inc. (the
"Company"). Participating companies to the Plan include the
Company and all current subsidiaries and affiliates of the
Company, excluding KMT Refrigeration, Inc., successor to The
Shannon Group, which was purchased by the Company on December 1,
1995. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
b. Contributions: Participants may make voluntary pre-tax
contributions to their accounts in whole percentages between 1%
and 10% of eligible compensation, up to a maximum of $9,500
(adjusted annually). Participant contributions are not required.
Contributions to the Plan may be made by the Company in the
form of a profit sharing contribution or a matching
contribution, which are credited to the individual accounts of
the participants. A variable profit sharing contribution is
made to the Plan annually based upon a formula for each
participating company as defined in the Plan document. A fixed
profit sharing contribution is made to the Plan annually equal
to 3% of each participant's eligible compensation for the Plan
year. Matching contributions are made by each participating
company to a participant's account in the form of a basic
matching contribution which equals 25% of the first 5% of
eligible compensation contributed, or an incentive matching
contribution which is equal to 100% of the first 3% of eligible
compensation contributed to the Company Stock Fund.
Participants who are awarded incentive matching contributions
may also receive a basic matching contribution equal to 25% of
an additional 2% of eligible compensation contributed.
Annual contributions to a participant's account are limited to
the lesser of $30,000 (or, if greater, 25% of the dollar
limitation in effect under Section 415 of the Internal Revenue
Code), or 25% of the participant's compensation for the year.
c. Participant Accounts: Each participant's account is credited
with the participant's contributions, the participant's share of
the Company's contributions and an allocation of Plan earnings,
and reduced for withdrawals. Plan earnings are determined and
credited to each participant's account on a monthly basis in
accordance with the proportion of the participant's account to
all accounts.
d. Vesting: Participants have a non-forfeitable, vested right
to the entire amount voluntarily contributed, and earnings
thereon, and may withdraw the total of such amount in accordance
with the provisions of the Plan. The participant's account
attributable to employer contributions vests at the rate of 20%
at the end of each year of credited service for five years.
Participants who leave the Company because of normal retirement,
disability retirement or death are considered to be 100% vested.
e. Investments: The Plan's investments are commingled with
other Company sponsored plans in The Manitowoc Company, Inc.
Employees' Profit Sharing Trust (the "Trust"). There are six
Trust investment options in which Plan participants may elect to
invest. The election must be done in multiples of 5%.
The investment options are as follows:
Capital Preservation Fund - invests mainly in guaranteed
insurance contracts in order to provide market stability and
consistent interest return.
Equity Fund - invests in a medium size company capital growth
fund managed by the Nicholas Fund, Inc. to provide increased
growth through market appreciation.
Balanced Fund - invests in a mutual fund managed by the Brinson
Trust Company, which invests in a balanced mix of equity and
fixed income securities.
GNMA Bond Fund - invests in mortgage-backed bonds issued by the
Government National Mortgage Association (GNMA). This fund is
managed by SEI Financial Management Corporation. As of January
1, 1997, no further contributions to this fund are being allowed.
Small Cap Fund - invests mainly in stocks of small companies and
is managed by SEI Financial Management Corporation.
Company Stock Fund - invests in The Manitowoc Company, Inc.
common stock.
f. Distributions: Participants may elect to receive the vested
portion of their account balance upon normal retirement at or
after age 65; death or disability, if earlier, or termination of
employment. A participant who has reached age 55 upon
termination of employment has the right to maintain his vested
account balance in the Plan until distribution is required to
commence to be made under the rules of the Plan.
A participant may make a withdrawal from his vested account
balance while still employed by the Participating Company in the
event of immediate and heavy financial hardship as defined by
the Plan document.
Withdrawal elections are a lump sum payment, equal installments
over a period of years, or an insurance company single premium
nontransferable annuity contract.
g. Participant Loans: Participants may receive a loan from the
Plan in an amount equal to a minimum of $1,000 up to 50% of the
participant's account balance, excluding the portion of the
account balance relating to Company profit sharing
contributions, not to exceed $50,000. A participant may not
maintain more than one loan at a time. Loans bear an interest
rate equal to the current prime rate plus 1%. Loans are repaid
from payroll deductions over a period not to exceed five years.
In the event of default on a loan, the Plan has the right to
apply the participant's account balance in satisfaction on the
unpaid principal and accrued interest on the loan.
h. Forfeitures: If a participant is not 100% vested at the time
of distribution, the nonvested portion of his account is
forfeited. Forfeited amounts are used to offset future Company
contributions. This reduction is done in the year of the
forfeiture and subsequent years until the forfeitures have been
fully applied.
i. Reclassifications: Certain reclassifications has been made
to the financial statements of prior periods to conform to the
presentation for 1996.
2. Summary of Significant Accounting Policies:
a. Basis of Presentation: The significant accounting policies
followed by the Plan are presented below to assist the reader in
reviewing the financial statements, which have been prepared in
accordance with generally accepted accounting principles (GAAP).
The preparation of the financial statements in conformity with
GAAP 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 income and
expenses during the reporting period. Actual results could
differ from those estimates.
b. Administrative Expenses: Administrative expenses of the Plan
are paid from the assets of the Trust and are netted against
income from the Trust.
c. Contributions: The Company makes weekly payments to the Plan
for employee and Company matching contributions. Profit sharing
contributions are made when final calculations of contribution
amounts have been determined, which normally is within two
months of the Plan's year end. Company and voluntary employee
contributions are recorded in the period the employees are paid.
d. Investment Valuation and Income Recognition: The Trust's
investments are stated at fair value except for its investments
in the Capital Preservation Fund which are stated at contract
value (Note 2e). Shares of mutual funds and investments in
mortgage-backed securities are valued at quoted market prices.
Investments in common stock of the Company and other companies
are valued at quoted market prices. Participant loans are
valued at cost which approximates fair value.
Purchases and sales of securities are recorded on the
trade-date basis. Interest income is recorded on the accrual
basis. Dividends are recorded on the ex-dividend date.
The Trust's investments are exposed to various risks, such as
interest rate, market and credit risks. Due to the level of
risk associated with certain investments and the level of
uncertainly related to changes in the values of investments, it
is at least reasonably possible that changes in risks in the
near term would materially affect participants' account balances
and the amounts reported in the statements of net assets
available for plan benefits and the statements of changes in net
assets available for plan benefits.
e. Investment in the Capital Preservation Fund: The Capital
Preservation Fund consists primarily of investments in insurance
company investment contracts. These contracts are included in
the assets of the Capital Preservation Fund at contract value,
which approximates fair value, as reported to the Trust by the
trustee. Contract value represents contributions made under the
contract, plus earnings, less Plan withdrawals and
administrative expenses.
The average yield for the Capital Preservation Fund was 6.5%
for the year ended December 31, 1996. The crediting interest
rate for this fund was 6.6% and 6.8% at December 31, 1996 and
1995, respectively.
f. Payment of Benefits: Benefits are recorded when paid.
3. Investments Held by the Trust:
<TABLE>
<CAPTION>
The trustee for the Plan is The Associated Bank Lakeshore, N.A.
in Manitowoc, Wisconsin. A summary of the net assets of the
Trust at December 31, 1996 and 1995, and the changes in net
assets of the Trust for the year ended December 31, 1996 are as
follows (at fair value):
Capital
Preservation Equity Balanced GNMA Bond Small Cap Company
December 31, 1996 Fund Fund Fund Fund Fund Stock Fund Loan Fund Total Funds
- ----------------------------- ------------ ---------- ---------- ---------- ---------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 4,328,826 $ 59,713 $ 33,000 $ 25,829 $ 31,590 $ 121,333 $ - $ 4,600,291
Deposits with insurance companies 131,339,634 - - - - - - 131,339,634
Mutual funds - 16,390,220 16,260,138 2,021,313 11,168,090 - - 45,839,761
Investment in The Manitowoc
Company, Inc. common stock - - - - - 8,735,752 - 8,735,752
Participant loans - - - - - - 260,328 260,328
Accrued income 744,844 742,051 65,135 11,509 165 462 - 1,564,166
------------ ---------- ---------- ---------- ---------- ----------- ----------- ------------
Net assets $136,413,304 $17,191,984 $16,358,273 $2,058,651 $11,199,845 $ 8,857,547 $ 260,328 $192,339,932
============ ========== ========== ========== ========== =========== =========== ============
Capital
Preservation Equity Balanced GNMA Bond Small Cap Company
December 31, 1995 Fund Fund Fund Fund Fund Stock Fund Loan Fund Total Funds
- ----------------------------- ------------ ---------- ---------- ---------- ---------- ----------- ----------- ------------
Cash and cash equivalents $ 19,535,423 $ 30,610 $ 57,102 $ 30,390 $ 36,522 $ (100,531) $ - $ 19,589,516
Deposits with insurance companies 126,711,801 - - - - - 126,711,801
Mutual funds - 8,546,076 11,998,774 1,929,402 3,229,151 - - 25,703,403
Investment in The Manitowoc
Company, Inc. common stock - - - - - 3,838,471 - 3,838,471
Participant loans - - - - - - 191,216 191,216
Accrued income 787,318 478,750 49,910 11,678 724,409 311 - 2,052,376
------------ ---------- ---------- ---------- ---------- ----------- ----------- ------------
Net assets $147,034,542 $9,055,436 $12,105,786 $1,971,470 $3,990,082 $ 3,738,251 $ 191,216 $178,086,783
============ ========== ========== ========== ========== =========== =========== ============
Capital
Year Ended Preservation Equity Balanced GNMA Bond Small Cap Company
December 31, 1996 Fund Fund Fund Fund Fund Stock Fund Loan Fund Total Funds
- ----------------------------- ------------ ---------- ---------- ---------- ---------- ----------- ----------- -----------
Contributions $ 3,181,366 $1,009,056 $1,099,751 $ 147,185 $ 435,307 $ 1,315,803 $ - $ 7,188,468
Interest and dividends 8,811,466 92,586 5,602 134,534 3,244 143,105 - 9,190,537
Net appreciation in fair value of
financial instruments - 2,529,593 1,756,757 (52,390) 1,703,164 3,950,252 - 9,887,376
------------ ---------- ---------- ---------- ---------- ----------- ----------- -----------
Total additions 11,992,832 3,631,235 2,862,110 229,329 2,141,715 5,409,160 - 26,266,381
Benefits paid to participants (9,991,136) (582,422) (785,661) (57,925) (299,751) (495,199) (21,447)(12,233,541)
Other (12,622,934) 5,087,735 2,176,038 (84,223) 5,367,799 205,335 90,559 220,309
------------ ---------- ---------- ---------- ---------- ----------- ----------- -----------
Net (decrease) increase (10,621,238) 8,136,548 4,252,487 87,181 7,209,763 5,119,296 69,112 14,253,149
Net assets available for plan
benefits:
Beginning of year 147,034,542 9,055,436 12,105,786 1,971,470 3,990,082 3,738,251 191,216 178,086,783
------------ ---------- ---------- ---------- ---------- ----------- ----------- -----------
End of year $136,413,304 $17,191,984 $16,358,273 $2,058,651 $11,199,845 $ 8,857,547 $ 260,328 192,339,932
============ ========== ========== ========== ========== =========== =========== ===========
</TABLE>
3. Investments Held by the Trust, Continued:
<TABLE>
<CAPTION>
The Plan's allocated share of the Trust's net assets and
investment activities is based upon the total of each
participant's share of the Trust. The Company's percentage of
the Plan's assets to the total assets of the Trust is 47% as of
December 31, 1996 and 1995. The Plan's approximate allocated
share of the net assets of each fund in the Trust at December
31, 1996 and 1995 was:
December 31,
-----------------------------
1996 1995
----------- ---------
<S> <C> <C>
Capital Preservation Fund 48% 48%
Equity Fund 38% 43%
Balanced Fund 52% 52%
GNMA Bond Fund 38% 37%
Small Cap Fund 35% 38%
Company Stock Fund 54% 54%
Loan Fund 100% 100%
</TABLE>
<TABLE>
<CAPTION>
Investments that represent five percent or more of total Trust
assets as of December 31, 1996 and 1995 are as follows:
December 31,
-----------------------------
1996 1995
----------- ---------
<S> <C> <C>
Balanced Fund
The Brinson Trust Co.
U.S. Balanced Fund $ 16,278,479 $ 12,142,792
Capital Preservation Fund
New York Life Insurance Co. $ 10,675,423 -
Equity Fund
Nicholas Fund, Inc. $ 16,400,075 -
Small Cap Fund
SEI Financial Management
Corporation
Small Cap Growth Fund $ 11,166,033 -
</TABLE>
4. Benefits Payable to Withdrawn Participants:
Benefits paid to participants represent the amount paid to
participants as determined by their vesting status at the time
of termination. At December 31, 1996 and 1995, $577,033 and
$658,741, respectively, included in net assets available for
plan benefits is payable to terminated employees who have
withdrawn from the Plan.
5. Tax Status:
The Internal Revenue Service has determined and informed the
Company by a letter dated September 28, 1995, that the Plan and
related Trust are designed in accordance with the applicable
Internal Revenue Code sections and the related Trust is
therefore exempt from Federal income taxes under the provisions
of Section 401(a) of the Code. The Plan's administrator
believes that the Plan continues to be administered in
accordance with the applicable provisions of the Code.
6. Plan Termination:
While the Company has not expressed any intent to terminate the
Plan, it may elect to do so at any time subject to the
provisions of ERISA. In the event of termination, each
participant becomes fully vested in his entire participant
account balance.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee, which administers the Plan, has duly
caused this Annual Report to be signed on its behalf be the
undersigned, thereunto duly authorized, in the City of Manitowoc, and
State of Wisconsin, on this 26th day of June, 1997.
THE MANITOWOC COMPANY, INC.
RSVP PROFIT SHARING PLAN
/s/ Fred M. Butler
____________________
Fred M. Butler
/s/ Robert R. Friedl
____________________
Robert R. Friedl
/s/ Philip Keener
____________________
Philip Keener
/s/ Thomas Musial
____________________
Thomas Musial
/s/ Debra Casper
____________________
Debra Casper
