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 2001
Commission File Number 001-12335
Galesburg Hourly Savings Trust
401(k) Plan
Butler Manufacturing Company
1540 Genessee Street
Kansas City, MO 64102
INDEPENDENT AUDITORS' REPORT
The Retirement Administrative Committee
Butler Manufacturing Company:
We have audited the accompanying statement of net assets available for benefits
of the Butler Manufacturing Company Galesburg Hourly Employee Savings Trust Plan
as of December 31, 2001 and the related statement of changes in net assets
available for benefits for the year then ended. 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 audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides 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 as of December 31,
2001 and the changes in net assets available for benefits for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.
/s/ KMPG LLP
Kansas City, Missouri
June 14, 2002
1
THIS REPORT IS A COPY OF A PREVIOUSLY ISSUED ANDERSEN REPORT AND HAS NOT BEEN
REISSUED BY ANDERSEN.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Retirement Administrative Committee
of Butler Manufacturing Company:
We have audited the accompanying statements of net assets available for benefits
of the Butler Manufacturing Company Galesburg Hourly Employee Savings Trust Plan
as of December 31, 2000 and 1999, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements and 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 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, 2000 and 1999, 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
at end of year as of December 31, 2000, is presented for purposes 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 8, 2001
2
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
2001 2000
---------- ----------
Assets:
Investments:
Fidelity Management Trust Company:
Managed Income Portfolio $ 887,993 751,629
Puritan Fund 1,534,049 1,440,394
Magellan Fund 2,210,387 2,381,672
Equity Income Fund 947,571 904,027
Retirement Money Market Trust 1,427,267 1,288,063
Aggressive Growth Fund 83,354 121,888
Freedom 2000 Funds 94,974 81,163
U.S. Bond Index 97,731 46,841
Other 59,814 80,827
Butler common stock fund 111,149 82,488
Participant loans outstanding 425,891 368,524
---------- ----------
Total investments 7,880,180 7,547,516
Receivables:
Employee contributions receivable 62,121 91,496
---------- ----------
Total receivables 62,121 91,496
---------- ----------
Net assets available for benefits $7,942,301 7,639,012
========== =========
See accompanying notes to financial statements.
3
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2001 and 2000
2001 2000
---------- ----------
Contributions:
Employee $ 846,240 963,559
Employer 54,416 166,644
---------- ----------
Total contributions 900,656 1,130,203
Income:
Net depreciation in fair value of investments (534,736) (433,088)
Interest and dividends 285,517 425,811
Other:
Distributions (329,246) (177,479)
Fees (11,393) (11,097)
Net transfers (to) from another employer-sponsored fund (7,509) 17,226
---------- ----------
Increase in net assets available for benefits 303,289 951,576
Net assets available for benefits:
Beginning of year 7,639,012 6,687,436
---------- ----------
End of year $7,942,301 7,639,012
========== ==========
See accompanying notes to financial statements.
4
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) GENERAL
In 1991, Butler Manufacturing Company (the Company) established the
Galesburg Hourly Employee Savings Trust (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 has been
appointed by the administrative committee and thereby holds all
assets of the Plan in the Butler Master Savings Plan Trust (Master
Trust).
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.
(B) 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.
(C) ASSETS HELD IN MASTER TRUST
All assets of the Plan are held in the Master Trust and are
specifically allocated to each individual plan by participant. Plan
assets and changes in plan assets held in trust have been reported
by the trustee based on the fair value of the investments.
The fair value of marketable securities is based upon quotations
from national securities exchanges; where marketable securities are
not listed on an exchange, quotations are obtained from brokerage
firms. When the fair value of securities is not available, the
securities are stated at their estimated fair value. Securities
transactions are accounted for on the trade date.
(D) 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.
(E) ELIGIBILITY
All full-time Galesburg union hourly employees of the Company,
having completed four months of employment, are eligible to
participate in the Plan.
(F) VESTING
All eligible employees participating in the Plan are immediately
100% vested in employer and participant contributions.
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BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(G) 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.
(H) USE OF ESTIMATES
The Plan utilizes a number of estimates and assumptions relating to
the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial
statements in conformity with accounting principles generally
accepted in the United States of America. Actual results could
differ from those estimates.
(2) CONTRIBUTIONS
Employees may contribute to the Plan from 1 to 15% of their compensation
in 1% increments, subject to applicable IRS regulations. Participants may
direct investments of their contribution in 1% increments among the funds
established by the Company. The Company can elect to provide a matching
contribution out of the Galesburg gain-sharing plan in an amount no
greater than 25% of employee contributions. This match is limited to 6% of
employee compensation. This match is applicable only to employees who are
active employees on December 31, except in cases of retirement,
disability, or death if the Company has made a company-matching
contribution under the Butler Manufacturing Company 401 (k) Employee
Savings Trust Plan.
(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, 2001 were
$37,250. These distributions are included in net assets available for
benefits in the accompanying financial statements, however, they are
recorded as a liability of the Plan for purposes of the Plan's 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, the purchase of a principal residence, or to
prevent eviction from a principal residence.
6
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(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% 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, 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) ASSETS
Held in Master Trust The net assets of the Master Trust available for all
participating plans at December 31 are as follows:
2001
------------
Assets:
Investments:
Short-term investments $ 12,657,351
Fixed income funds 11,868,079
Domestic equities funds 68,108,401
International equities funds 1,507,679
Butler common stock fund 3,321,973
Participating loans outstanding, at interest rates ranging
from 9.0% to 10.0% 3,161,823
------------
100,625,306
Receivables:
Employee contribution receivable 619,833
Employer contribution receivable 1,663,035
------------
Total investments $102,908,174
============
7
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN
Notes to Financial Statements
December 31, 2001 and 2000
The changes in net assets of the Master Trust for the years ended December 31
are as follows:
2001
------------
Additions:
Company contributions $ 9,023,088
Employee contributions 1,716,159
Rollovers 52,760
Interest and dividends 3,262,692
Change in fair value investments:
Mutual funds (9,870,542)
Butler common stock fund 319,158
------------
Total additions 4,503,315
Deductions:
Benefits paid (7,045,615)
Administrative expenses (84,599)
------------
Total deductions (7,130,214)
------------
Net change $(2,626,899)
------------
Net assets available for benefits:
Beginning of year $105,535,073
------------
End of year $102,908,174
============
(7) INVESTMENT PORTFOLIO RISK
The Plan provides for various investments, which, in general, are exposed
to various risks, such as interest rate, credit, and overall market
volatility risks. Due to the level of risk associated with certain
investment securities, it is reasonably possible that changes in the
values of investment securities will occur in the near term and that such
changes could materially affect the amounts reported in the statements of
net assets available for benefits.
(8) FEDERAL INCOME TAXES
The Plan has received a favorable determination letter, dated December 22,
1994, from the IRS, qualifying the Plan under the Internal Revenue Code
and exempting the trust from federal income taxes. The Plan has been
amended since receiving the determination letter, and an application for
determination was submitted to the Internal Revenue Service on January 14,
2002. The plan administrator believes the Plan is currently designed and
being operated in compliance with the applicable requirements of the
Internal Revenue Code. Therefore, no provision for income taxes is
included in these financial statements.
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(9) FORM 5500 RECONCILIATION
The reconciliation of the net assets available for benefits between the
financial statements and the Form 5500 as of December 31 is as follows:
2001
---------
Net assets available for benefits per the financial statements $7,942,301
Benefit obligations currently payable (37,250)
----------
Net assets available per the Form 5500 $7,905,051
==========
The following is a reconciliation of benefits paid to participants per the
financial statements for the year ended December 31, 2001 to form 5500.
Benefits paid to participants per the financial statements $ 329,246
Amounts currently payable at December 31, 2001 37,250
----------
Benefits_ paid to participants per the Form 5500 $ 366,496
==========
9
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.
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST
Date:June 28, 2002 By: /s/ Larry C. Miller
------------------------------
Larry C. Miller, Member of the
Administrative Committee
10
EXHIBIT INDEX
Exhibit
Number Description
-------- ----------------------------------------------
23 Independent Auditors' Consent
23.2 Notice Regarding Consent of Arthur Andersen LLP
11