11-K 1 e11-k.txt FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 Commission file number 001-12335 Butler Employee Savings Trust (BEST) 401(k) Plan Butler Manufacturing Company BMA Tower Penn Valley Park Kansas City, MO 64108 2 Report of Independent Public Accountants To the Board of Directors of the Butler Manufacturing Company: We have audited the accompanying statements of net assets available for benefits of the Butler Manufacturing Company 401(k) Employee Savings Trust Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements and the schedule referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 1999, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP Kansas City, Missouri, June 14, 2000 2 3 BUTLER MANUFACTURING COMPANY 401(k) EMPLOYEE SAVINGS TRUST PLAN Statements of Net Assets Available for Benefits December 31, 1999 and 1998
1999 1998 ----------- ----------- ASSETS: Investments $94,763,269 $79,756,521 Receivables- Employee contributions receivable 618,060 606,355 Employer contributions receivable 1,595,753 1,584,427 ----------- ----------- Total receivables 2,213,813 2,190,782 ----------- ----------- Net assets available for benefits $96,977,082 $81,947,303 =========== ===========
The accompanying notes are an integral part of these financial statements. 3 4 BUTLER MANUFACTURING COMPANY 401(k) EMPLOYEE SAVINGS TRUST PLAN Statements of Changes in Net Assets Available for Benefits For the Years Ended December 31, 1999 and 1998
1999 1998 ----------- ----------- CONTRIBUTIONS: Employee $ 7,992,661 $ 7,925,070 Employer 1,595,753 1,584,427 Rollover 517,241 1,789,285 ----------- ----------- Total contributions 10,105,655 11,298,782 INCOME: Net appreciation in fair value of investments 3,704,747 6,252,387 Interest and dividends 7,210,570 4,999,711 OTHER INCREASES (DECREASES): Distributions (5,922,443) (3,753,377) Fees (68,520) (61,990) Net transfers (to) from employer-sponsored fund 107 (21,490) Other (337) 10,533 ----------- ----------- Increase in net assets available for plan benefits 15,029,779 18,724,556 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 81,947,303 63,222,747 ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $96,977,082 $81,947,303 =========== ===========
The accompanying notes are an integral part of these financial statements. 4 5 BUTLER MANUFACTURING COMPANY 401(k) EMPLOYEE SAVINGS TRUST PLAN Notes to Financial Statements December 31, 1999 and 1998 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: General Effective March 1, 1987, Butler Manufacturing Company (the Company) established the 401(k) Employee Savings Trust Plan (the Plan), which is administered by the administrative committee. The investments of the Plan are in the custody of Fidelity Institutional Retirement Services Company (Custodian). The trustee of the Plan is the Fidelity Management Trust Company (Fidelity) which is appointed by the administrative committee. The following brief description of the Plan is provided for general information purposes only. Participants should refer to the plan document for more complete information. BASIS OF PRESENTATION The accompanying financial statements have been prepared on the accrual basis of accounting and present the net assets available for benefits and changes in net assets available for benefits. FEES AND EXPENSES The expenses incurred by the administrative committee of the Plan in administering plan activity and the expenses incurred by Fidelity in administering the trust may be paid from the assets of the Plan or by the Company, as the Company elects. ELIGIBILITY All full-time salaried and nonunion hourly employees are eligible. VESTING All eligible employees participating in the Plan are immediately 100 percent vested in employer and participant contributions. TERMINATION The Plan may be terminated at any time with the approval of the Company's board of directors. If the Plan is terminated, each participant's account balance will be, at the discretion of the Company, distributed in a lump sum or held in trust to be distributed upon each participant's retirement, death, disability or termination of employment. INVESTMENT VALUATION and INCOME RECOGNITION The Plan's investments are stated at fair value. Purchases and sales of securities are recorded on a trade-date basis. 5 6 BUTLER MANUFACTURING COMPANY 401(k) EMPLOYEE SAVINGS TRUST PLAN Notes To Financial Statements December 31, 1999 and 1998 Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. 2. CONTRIBUTIONS: Employees may contribute to the Plan from 1 to 15 percent of their compensation in 1 percent increments, subject to applicable IRS regulations. Participants may direct investments of their contribution in 1 percent increments among the funds established by Fidelity. At the discretion of the board of directors and based on the Company's profitability, employee contributions up to 6 percent of compensation will be matched 30 percent by the Company. This match is applicable only to employees who are active employees on December 31, except in cases of retirement, disability or death. Effective January 1, 1997, the Plan was amended to require that one-third of all company-matching contributions be invested in the Butler Common Stock Fund. 3. DISTRIBUTIONS: If a participant retires on or after attaining age 55, becomes totally or permanently disabled, dies or terminates employment for any other reason, the full value of the account becomes distributable. If the value of the amount distributable exceeds $5,000, the distribution cannot be made until the participant reaches age 65 or gives consent to the distribution. All distributions must be made prior to April 1 of the calendar year immediately following the date the participant reaches age 70 1/2, even if still employed. All distributions shall be made in a single payment of cash. Distributions payable to vested participants at December 31, 1999 and 1998, were $494,271 and $618,726, respectively. These amounts are included in net assets available for benefits in the accompanying financial statements and are shown as liability of the Plan for purposes of the Form 5500. 4. IN-SERVICE WITHDRAWALS: Employee contributions, in part or in total, may be withdrawn for extreme financial hardships. Such financial hardships include college costs, excessive medical expenses or the purchase of a principal residence, or to prevent eviction from a principal residence. 5. LOANS TO PARTICIPANTS: At the discretion of the administrative committee, loans may be made to a participant up to the lesser of $50,000 or 50 percent of the value of the participant's account. No loan may be for an amount less than $1,000. Loans are secured by an assignment of the participant's total account balance in the Plan. Loan maturities may not be less than one year nor exceed five years, 6 7 BUTLER MANUFACTURING COMPANY 401(k) EMPLOYEE SAVINGS TRUST PLAN Notes to Financial Statements December 31, 1999 and 1998 except for home loans. Interest rates will be set by the administrative committee in accordance with uniform procedures consistently applied in a manner which does not discriminate in favor of officers, shareholders or highly compensated participants. 6. INVESTMENTS: The following presents investments that represent 5 percent or more of the Plan's net assets as of December 31:
1999 1998 ---------- ---------- Fidelity investment funds- Managed Income Portfolio $10,347,506 $ 9,221,787 Puritan Fund 13,177,513 12,947,133 Magellan Fund 36,803,178 28,231,877 Equity Income Fund 13,736,095 13,134,872 Retirement Money Market Trust 7,338,531 6,490,185
During 1999 the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $3,704,747 as follows: Mutual funds $3,759,745 Common stock (54,998) Corporate bond -- U.S. government securities -- ---------- $3,704,747 ==========
7. NONPARTICIPANT-DIRECTED INVESTMENTS: Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments as of December 31 is as follows:
1999 1998 ---------- ---------- Net assets- Common stock $1,726,887 $1,176,481 ========== ========== Changes in net assets- Contributions $ 816,076 $ 834,701 Interest and dividends 43,448 25,082 Net appreciation (54,998) (460,840) Benefits paid to participants (91,188) (141,532) Transfers (to) from participant-directed investments (97,359) 73,647 Loan withdrawals (7,645) (10,699) Other (57,928) (41,112) ---------- ---------- $ 550,406 $ 279,247 ========== ==========
7 8 BUTLER MANUFACTURING COMPANY 401(k) EMPLOYEE SAVINGS TRUST PLAN Notes to Financial Statements December 31, 1999 and 1998 8. FEDERAL INCOME TAXES: The Plan has received a favorable determination letter, dated April 26, 1995, from the IRS, qualifying the Plan under the Internal Revenue Code and exempting the trust from federal income taxes. The Plan has not been amended since receiving the determination letter, therefore, no provision for income taxes is included in these financial statements. 8 9 BUTLER MANUFACTURING COMPANY 401(k) EMPLOYEE SAVINGS TRUST PLAN Part IV - Line 41 -- Schedule of Assets Held for Investment Purposes December 31, 1999
Fair Shares Description Value ----------- ----------- ----------- *Fidelity Management Trust Company- 10,347,506 Managed Income Portfolio $10,347,506 692,460 Puritan Fund 13,177,513 269,364 Magellan Fund 36,803,178 256,845 Equity Income Fund 13,736,095 91,282 International Growth Fund 2,747,590 94,044 Asset Manager 1,728,531 181,143 Asset Manager Growth 3,563,081 75,709 Asset Manager Income 922,137 7,336,531 Retirement Money Market Trust 7,336,531 273,242 Butler Stock Fund 1,726,887 -- Participant loans outstanding, 9.0% to 10.0% 2,674,221
*Party-In-Interest to the Plan 9 10 SIGNATURE THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. BUTLER EMPLOYEE SAVINGS TRUST Dated: June 28, 2000 By: /s/ Larry C. Miller ------------------- Larry C. Miller, Member of the Administrative Committee 11 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 23 Consent of Independent Public Accountants