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, 1998
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, 1998 and 1997 and
for the Year Ended December 31, 1998
Report of Independent Accountants
To the Administrative Committee of
The Manitowoc Company, Inc.
RSVP Profit Sharing Plan
In our opinion, the accompanying statements of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of The Manitowoc Company, Inc. RSVP Profit Sharing Plan
(the "Plan") at December 31, 1998 and 1997, and the changes in net assets
available for benefits for the year ended December 31, 1998, in conformity with
generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Fund Information in the statements
of net assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund.
/s/ PricewaterhouseCoopers LLP
June 16, 1999
<TABLE>
<CAPTION>
Capital GNMA Small Company
Preservation Equity Balanced Bond Cap Stock Loan
Fund Fund Fund Fund Fund Fund Fund Total
---------- ------ ------- ------- ----- ------ ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Income from
The Manitowoc Company, Inc.
Employees' Profit
Sharing Trust $ 3,540,780 $ 1,631,242 $ 1,712,277 $ 14,267 $ 163,502 $ 2,526,383 $ - $ 9,588,451
Contributions:
Employer 1,072,770 1,208,448 838,643 - 616,670 0 0 3,736,531
Participants 1,443,555 1,659,410 668,190 - 724,843 2,002,894 0 6,498,892
--------- --------- ------- -------- --------- --------- ------- ----------
2,516,325 2,867,858 1,506,833 - 1,341,513 2,002,894 0 10,235,423
--------- --------- --------- -------- --------- --------- ------- ----------
Total additions 6,057,105 4,499,100 3,219,110 14,267 1,505,015 4,529,277 0 19,823,874
Deductions form net assets
attributed to:
Benefits paid to
participants 8,415,363 926,871 1,044,470 9,813 262,977 778,170 57,636 11,495,300
--------- -------- --------- -------- -------- -------- ------- ----------
Net increase (decrease)
before transfers (2,358,258) 3,572,229 2,174,640 4,454 1,242,038 3,751,107 (57,636) 8,328,574
Net transfers from (to)
other funds or plans (2,663,359) 2,146,059 1,229,296 (388,806) (488,952) 641,462 169,414 645,114
---------- --------- --------- -------- ---------- --------- -------- ---------
Net increase (decrease) (5,021,617) 5,718,288 3,403,936 (384,352) 753,086 4,392,569 111,778 8,973,688
Net assets available for
benefits:
Beginning of year 61,262,809 12,441,166 12,157,840 585,351 6,773,169 7,179,366 423,427 100,823,128
---------- ----------- ---------- --------- ---------- ---------- ------- -----------
End of year $56,241,192 $18,159,454 $15,561,776 $ 200,999 $ 7,526,255 $11,571,935 $535,205 $109,796,816
========== =========== ========== ========= ========== ========== ========= ===========
Capital GNMA Small Company
Preservation Equity Balanced Bond Cap Stock Loan
Fund Fund Fund Fund Fund Fund Fund Total
---------- ------- -------- ----- ------ ----- ---- -----
Assets
Investment in The
Manitowoc Company, Inc.
Employees' Profit
Sharing Trust, at
fair value $60,241,498 $11,715,461 $11,493,018 $585,351 $6,312,579 $7,179,366 $423,427 $ 97,950,700
Contribution Rec. 1,021,311 725,705 664,822 0 460,590 0 0 4,872,428
---------- ---------- ---------- -------- ---------- --------- ------- ----------
Net assets available
for benefits $61,262,809 $12,441,166 $12,157,840 $585,351 $,6773,169 $7,179,366 $423,427 $100,823,128
========== ========== ========== ======== ========= ========= ======== ============
</TABLE>
1.
Plan Description
The following description of The Manitowoc Company, Inc. RSVP Profit Sharing
Plan (the "Plan") provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
General
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 include the Company and all
subsidiaries and affiliates of the Company, including KMT Refrigeration, Inc.
and SerVend International, Inc., whose employees were admitted to plan
participation effective January 1, 1997 and July 1, 1998, respectively. USTC,
Inc. became a participating company under the Plan effective January 1, 1999.
Manitowoc Beverage Systems, Inc. ("MBS") and Kyees Aluminum, a division of
MBS, became participating companies under the Plan effective January 8, 1999
and April 9, 1999, respectively. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
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 $10,000 (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., USTC, Inc., MBS and Kyees Aluminum, 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 25% of the participant's compensation for the year.
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. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's vested account.
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.
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%, and may be changed
quarterly by the plan participants. Effective July1, 1999, investment elections
may be changed at any time by the plan participants.
The investment options are as follows:
Capital Preservation Fund: invests mainly in guaranteed investment
contracts in order to provide market stability and consistent interest return.
Equity Fund: invests in a mutual fund managed by Nicholas Company,
Inc. which invests in medium size companies to provide increased growth
through market appreciation.
Balanced Fund: invests in a mutual fund managed by Vanguard, which
invests in a balanced mix of equity and fixed income securities.
GNMA Bond Fund: a mutual fund managed by SEI Financial Management
Corporation which invests in mortgage-backed bonds issued by the Government
National Mortgage Association (GNMA). As of January 1, 1997, no further
contributions to this fund were allowed.
Small Cap Fund: is a mutual fund which 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.
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 or her vested account
balance in the Plan until distribution is required to be made under the rules
of the Plan.
A participant may make a withdrawal from his or her 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.
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.
Forfeitures
Forfeited non-vested accounts 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
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.
Administrative Expenses
Administrative expenses of the Plan are paid from the assets of the Trust and
are netted against income from the Trust.
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.
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. Shares of
mutual funds are valued at quoted market prices. Investments in common stock
of the Company 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 of the Trust is recorded on the accrual basis. Dividends of
the Trust are recorded on the ex-dividend date.
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 because they are fully benefit
responsive. For example, participants may ordinarily direct the withdrawal or
transfer of all or a portion of their investment at contract value. There are
no reserves against contract value for credit risk of the contract issuer or
otherwise. The fair value of the Capital Preservation Fund approximates
contract value at December 31, 1998 and 1997. 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 6.1% for the year ended
December 31, 1998. The crediting interest rate for this fund was 6.3% and 6.6%
at December 31, 1998 and 1997, respectively.
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 benefits and the
statement of changes in net assets available for benefits.
Payment of Benefits
Benefits are recorded when paid.
Reclassifications
Certain reclassifications have been made to the December 31, 1997 financial
statements to conform to the current year presentation.
3. Investments Held by the Trust
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, 1998 and
1997, and interest and dividends and net appreciation in fair value of
financial instruments of the Trust for the year ended December 31, 1998 are as
follows (at fair value, except for the Capital Preservation Fund, which is at
contract value):
<TABLE>
<CAPTION>
Capital GNMA Small Company
Preservation Equity Balanced Bond Cap Stock Loan Total
Fund Fund Fund Fund Fund Fund Fund Funds
---------- ------ ------ ------ ----- ------ ----- ------
December 31, 1998
- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash
equivalents $ 11,731,644 $ 63,309 $ 73,075 $ 26,340 $ 108,242 $ 169,818 $ - $ 12,172,428
Deposits with insurance
companies 107,514,799 - - - - - - 107,514,799
Mutual funds - 41,892,881 30,934,309 848,216 17,855,581 - - 91,510,987
Investment in The
Manitowoc Company, Inc.
common stock - - - - - 19,855,639 - 19,855,639
Participant loans - - - - - - 535,205 535,205
Accrued income 598,796 3,059,123 291 4,295 63,819 759 0 3,727,083
---------- ---------- --------- ------- ---------- --------- ------- -----------
Net assets $119,845,239 $45,015,313 $31,007,675 $878,851 $18,027,642 $20,026,216 $535,205 $235,336,141
=========== ========== ========== ======= ========== ========== ======= ===========
Capital GNMA Small Company
Preservation Equity Balanced Bond Cap Stock Loan Total
Fund Fund Fund Fund Fund Fund Fund Funds
---------- ------ -------- ------ ------ ------ ----- ------
December 31, 1997
- ----------------
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 0 0 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 0 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
=========== ========== ========== ========= ========== ========== ======= ===========
Year Ended December 31, 1998
- ----------------------------
Interest and dividends $ 7,653,862 $ 158,737 $ 679,959 $ 55,474 $ 4,879 $ 198,097 $ - $ 8,751,008
Net appreciation in
fair value of financial
instruments - 4,080,507 2,857,787 7,521 525,444 4,383,336 0 11,854,595
</TABLE>
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
percentage of the Plan's assets to the total assets of the Trust is 45% and 46%
as of December 31, 1998 and 1997, respectively. The Plan's approximate
allocated share of the net assets of each fund in the Trust at December 31,
1998 and 1997 was:
December 31,
1998 1997
---- ----
Capital Preservation Fund 46% 46%
Equity Fund 38% 38%
Balanced Fund 47% 50%
GNMA Bond Fund 23% 41%
Small Cap Fund 38% 38%
Company Stock Fund 58% 57%
Loan Fund 100% 100%
Investments that represent five percent or more of total Trust assets
as of December 31, 1998:
December 31,
1998 1997
Capital Preservation Fund
New York Life Insurance Co. $ - $11,317,016
Equity Fund
Nicholas Fund, Inc. $44,952,004 $28,917,269
Balanced Fund
The Brinson Trust Co.
U.S. Balanced Fund $ - $22,897,923
Balanced Fund
Vangaurd Asset Allocation Fund $30,934,600 $ -
Small Cap Fund
SEI Financial Management Corporation
Small Cap Growth Fund $17,919,400 $16,414,268
Company Stock Fund
The Manitowoc Company, Inc. $19,856,398 $12,649,975
4. Amounts Allocated 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, 1998 and 1997, $10,733,270 and $7,813,181, respectively, included in net
assets available for benefits is allocated to inactive participants of 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 by the undersigned, thereunto duly
authorized, in the City of Manitowoc, and State of Wisconsin, on this 30th day
of June 1999.
THE MANITOWOC COMPANY, INC.
RSVP PROFIT SHARING PLAN
/s/ Terry D. Growcock
----------------------------
Terry D. Growcock
/s/ Robert R. Friedl
-----------------------------
Robert R. Friedl
/s/ Glen E. Tellock
-----------------------------
Glen E. Tellock
/s/ Thomas G. Musial
------------------------------
Thomas G. Musial
/s/ Debra Casper
------------------------------
Debra Casper
EXHIBIT INDEX
Exhibit Number Description
23 Consent of Independent Accountants
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File Nos. 33-48665 and 33-65316) of The Manitowoc
Company, Inc. of our report dated June 16, 1999, relating to the financial
statements of The Manitowoc Company, Inc. RSVP Profit Sharing Plan, which
appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
June 25, 1999
