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, 1997
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, 1997 AND 1996
AND FOR THE YEAR ENDED DECEMBER 31, 1997
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, 1997 and 1996, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1997. 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, 1997 and 1996, and the changes in net assets available for
benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
Milwaukee, Wisconsin
April 3, 1998
<TABLE>
<CAPTION>
The Manitowoc Company, Inc.
RSVP Profit Sharing Plan
Statements of Net Assets Available for Plan Benefits
as of December 31, 1997 and 1996
1997 1996
------------- -----------
<S> <C> <C>
Investments in The Manitowoc Company, Inc.
Employees' Profit Sharing Trust, at market $ 97,950,700 $ 89,946,412
Contributions receivable 2,872,428 2,360,487
------------ ------------
Net assets available for plan benefits $100,823,128 92,306,899
============ ============
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, 1997
<S> <C>
Additions to net assets attributed to:
Income from The Manitowoc Company, Inc.
Employees' Profit Sharing Trust $ 9,655,192
Contributions:
Employer 4,187,607
Participants 4,623,303
-----------
8,810,910
-----------
Total additions 18,466,102
Deductions from net assets attributed to:
Benefits paid to participants (10,122,267)
-----------
Net increase before transfers 8,343,835
Net transfers from other plans 172,394
----------
Net increase 8,516,229
Net assets available for plan benefits:
Beginning of year 92,306,899
----------
End of year $100,823,128
==========
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,
including KMT Refrigeration, Inc., whose employees were admitted to plan
participation effective January 1, 1997, but excluding SerVend
International, Inc. which was purchased by the Company on October 31, 1997.
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 15% for employees of KMT Refrigeration, Inc.), 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 variable profit sharing contribution, which is credited to the
individual accounts of the participants, with the exception of employees of KMT
refrigeration, Inc. who are not eligible for profit sharing
contributions, based upon a formula for each participating company as defined
in the Plan document.
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 were 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 in Company
profit sharing contributions at the time of distribution, the nonvested portion
of his account is forfeited. Forfeited amounts are used to increase the
Company's profit sharing contribution to the remaining participants in the year
of the forfeiture.
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 uncertainty 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 statement 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, 1997. The crediting interest rate for this fund
was 6.6% at December 31, 1997 and 1996.
f. Payment of Benefits: Benefits are recorded when paid. See Note 4.
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, 1997 and
1996, and the changes in net assets of the Trust for the year ended December
31, 1997 are as follows (at fair value):
Capital
Preservation Equity Balanced GNMA Bond Small Cap Company
December 31, 1997 Fund Fund Fund Fund Fund Stock Fund Loan Fund Total Funds
- ----------------------------- ------------ ---------- ---------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 6,825,955 $ 60,093 $ 16,876 $ 22,923 $ 125,177 $ 82,336 $ - $ 7,133,360
Deposits with insurance companies 122,213,161 - - - - - - 122,213,161
Mutual funds - 28,852,743 22,802,186 1,391,014 16,421,010 - - 69,466,953
Investment in The Manitowoc
Company, Inc. common stock - - - - - 12,532,167 - 12,532,167
Participant loans - - - - - - 423,426 423,426
Accrued income 702,124 1,710,642 95,705 7,834 471 560 - 2,517,336
------------ ---------- ---------- ---------- ---------- ----------- ----------- ------------
Net assets $129,741,240 $30,623,478 $22,914,767 $1,421,771 $16,546,658 $12,615,063 $ 423,426 $214,286,403
============ ========== ========== ========== ========== =========== =========== ============
Capital
Preservation Equity Balanced GNMA Bond Small Cap Company
December 31, 1996 Fund Fund Fund Fund Fund Stock Fund Loan Fund Total Funds
- ----------------------------- ------------ ---------- ---------- ---------- ---------- ----------- ----------- ------------
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
Year Ended Preservation Equity Balanced GNMA Bond Small Cap Company
December 31, 1997 Fund Fund Fund Fund Fund Stock Fund Loan Fund Total Funds
- ----------------------------- ------------ ---------- ---------- ---------- ---------- ----------- ----------- -----------
Contributions $ 6,447,539 $2,509,464 $2,109,342 $ 129,504 $1,326,560 $ 2,377,244 $ - $14,899,653
Interest and dividends 8,353,998 147,510 14,151 112,051 5,178 166,680 - 8,799,568
Net appreciation in fair value of
financial instruments - 7,210,511 2,664,666 25,025 1,196,400 1,467,467 - 12,564,069
------------ ---------- ---------- ---------- ---------- ----------- ----------- -----------
Total additions 14,801,537 9,867,485 4,788,159 266,580 2,528,138 4,011,391 - 36,263,290
Benefits paid to participants (11,754,767) (1,078,985) (765,840) (36,807) (411,770) (511,152) (10,236) (14,569,557)
Other ( 9,718,834) 4,642,994 2,534,175 (866,653) 3,230,445 257,277 173,334 252,738
------------ ---------- ---------- ---------- ---------- ----------- ----------- -----------
Net (decrease) increase (6,672,064) 13,431,494 6,556,494 (636,880) 5,346,813 3,757,516 163,098 21,946,471
Net assets available for plan
benefits:
Beginning 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
------------ ---------- ---------- ---------- ---------- ----------- ----------- -----------
End of year $129,741,240 $30,623,478 $22,914,767 $1,421,771 $16,546,658 $12,615,063 $ 423,426 $214,286,403
============ ========== ========== ========== ========== =========== =========== ===========
</TABLE>
<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 46% and 47%
as of December 31, 1997 and 1996, respectively. The Plan's approximate
allocated share of the net assets of each fund in the Trust at December 31,
1997 and 1996 was:
December 31,
-----------------------------
1997 1996
----------- ---------
<S> <C> <C>
Capital Preservation Fund 46% 48%
Equity Fund 38% 38%
Balanced Fund 50% 52%
GNMA Bond Fund 41% 38%
Small Cap Fund 38% 35%
Company Stock Fund 57% 54%
Loan Fund 100% 100%
</TABLE>
<TABLE>
<CAPTION>
Investments that represent five percent or more of total Trust
assets as of December 31, 1997 and 1996 are as follows:
December 31,
-----------------------------
1997 1996
----------- ---------
<S> <C> <C>
Balanced Fund
The Brinson Trust Co.
U.S. Balanced Fund $ 22,897,923 $ 16,278,479
Capital Preservation Fund
New York Life Insurance Co. $ 11,317,016 $ 10,675,423
Company Stock Fund
The Manitowoc Company, Inc. $ 12,649,975 $ -
Equity Fund
Nicholas Fund, Inc. $ 28,917,269 $ 16,400,075
Small Cap Fund
SEI Financial Management
Corporation
Small Cap Growth Fund $ 16,414,268 $ 11,166,033
Company Stock Fund
The Manitowoc Company, Inc. $ 12,649,975 $ -
</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,
1997 and 1996, $392,651 and $577,033, 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 has been amended subsequent
to the date of this letter. However, 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 or her 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 30th
day of June, 1998.
THE MANITOWOC COMPANY, INC.
RSVP PROFIT SHARING PLAN
/S/ Terry Growcock
---------------------------
Terry Growcock
/s/ Robert R. Friedl
---------------------------
Robert R. Friedl
/s/ Philip Keener
---------------------------
Philip Keener
/s/ Thomas Musial
---------------------------
Thomas Musial
/s/ Debra Casper
---------------------------
Debra Casper
