UNITED STATES
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, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to .
------------ ------------
COMMISSION FILE NUMBER 001-12335
A. Full title of the plan and the address of the plan if different from that of
the issuer named below:
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
BUTLER MANUFACTURING COMPANY
1540 GENESSEE STREET
KANSAS CITY, MO 64102
CONTENTS
PAGE
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Independent Auditor's Report 1
AUDITED FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Signature Page 9
Exhibit Index 10
Exhibit 23 Independent Auditors' Consent
Exhibit 99.1 Certification of Periodic Report
Exhibit 99.2 Certification of Periodic Report
INDEPENDENT AUDITORS' REPORT
The Retirement Administrative Committee
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
(the Plan) as of December 31, 2002, and 2001, and the related statements of
changes in net assets available for benefits for the years 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 audits.
We conducted our audits 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 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, 2002, and 2001, 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 of America.
/s/ KPMG LLP
Kansas City, Missouri
May 30, 2003
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 042
Statements of Net Assets Available for Benefits
December 31, 2002 and 2001
2002 2001
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Assets:
Investments:
Fidelity Management Trust Company:
Managed Income Portfolio $ 962,357 887,993
Puritan Fund 1,474,677 1,534,049
Magellan Fund 1,704,005 2,210,387
Equity Income Fund 795,276 947,571
Retirement Money Market Trust 1,583,308 1,427,267
Aggressive Growth Fund 55,846 83,354
Freedom 2000 Funds 94,550 94,974
U.S. Bond Index Fund 141,089 97,731
Other 84,048 59,814
Butler common stock fund 83,407 111,149
Participant loans outstanding 374,563 425,891
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Total investments 7,353,126 7,880,180
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Receivables:
Employee contributions receivable 13,537 62,121
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Total receivables 13,537 62,121
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Net assets available for benefits $7,366,663 7,942,301
========= =========
See accompanying notes to financial statements.
2
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 042
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2002 and 2001
2002 2001
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Contributions:
Employee $ 777,261 846,240
Employer 5,850 54,416
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Total contributions 783,111 900,656
Investment income:
Net depreciation in fair value of investments (964,431) (534,736)
Interest and dividends 189,609 285,517
Other:
Distributions (571,218) (329,246)
Administrative expenses (11,014) (11,393)
Net transfers to another employer-sponsored fund (1,695) (7,509)
----------- -----------
Increase (decrease) in net assets available for benefits (575,638) 303,289
Net assets available for benefits:
Beginning of year 7,942,301 7,639,012
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End of year $ 7,366,663 7,942,301
=========== ===========
See accompanying notes to financial statements.
3
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 042
Notes to Financial Statements
December 31, 2002 and 2001
(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. 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 Plan is
subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
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 Plan's financial statements are presented on the accrual basis
of accounting and present the net assets available for benefits and
changes in those net assets. Benefit payments to participants are
recorded when paid.
(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 Fidelity 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 (the date the order
to buy or sell is executed).
Investments, which exceeded 5% of the net assets available for
benefits at December 31, 2002, and 2001, are shown individually in
the statements of net assets available for benefits.
(D) ADMINISTRATIVE 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.
4
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 042
Notes to Financial Statements
December 31, 2002 and 2001
(F) VESTING
All eligible employees participating in the Plan are immediately
100% vested in employer and participant contributions.
(G) TERMINATION
Although it has expressed no intention to do so, the Company's board
of directors may terminate the Plan at any time, subject to the
provisions of ERISA. 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 related 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 20% of their compensation
in 1% increments, subject to applicable Internal Revenue Service (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, 2002, and
2001 were $67,041 and $37,250, respectively. These distributions are not
recorded as a liability in the accompanying financial statements;
however, they are recorded as a liability of the Plan for purposes of the
Plan's Form 5500.
5
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 042
Notes to Financial Statements
December 31, 2002 and 2001
(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.
(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, 2002, and 2001 are as follows:
2002 2001
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Assets:
Investments:
Short-term investments $ 13,705,245 12,657,351
Fixed income funds 13,732,231 11,868,079
Domestic equities funds 57,629,522 68,108,401
International equities funds 1,461,344 1,507,679
Butler common stock fund 2,765,984 3,321,973
Participant loans outstanding, at interest rates ranging
from 9% to 10% 3,010,882 3,161,823
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92,305,208 100,625,306
Receivables:
Employee contribution receivable 33,174 619,833
Employer contribution receivable 1,663,035
------------ -----------
Total net assets available for benefits $ 92,338,382 102,908,174
============ ===========
6
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 042
Notes to Financial Statements
December 31, 2002 and 2001
The changes in net assets of the Master Trust for the years ended December 31,
2002, and 2001 are as follows:
2002 2001
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Additions:
Employer contributions $ 6,737 1,716,159
Employee contributions 8,967,929 9,023,088
Rollovers 54,532 52,760
Interest and dividend income 2,185,031 3,262,692
------------ ------------
Total additions 11,214,229 14,054,699
Change in fair value of investments:
Mutual funds (14,676,585) (9,870,542)
Butler common stock fund (1,136,126) 319,158
------------ ------------
Total change in fair value of investments (15,812,711) (9,551,384)
Deductions:
Distributions (5,886,614) (7,045,615)
Administrative expenses (84,696) (84,599)
------------ ------------
Total deductions (5,971,310) (7,130,214)
------------ ------------
Net decrease (10,569,792) (2,626,899)
Net assets available for benefits:
Beginning of year 102,908,174 105,535,073
------------ ------------
End of year $ 92,338,382 102,908,174
============ ============
(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 July 16,
2002, 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. 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.
7
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 042
Notes to Financial Statements
December 31, 2002 and 2001
(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, 2002, and 2001
is as follows:
2002 2001
----------- -----------
Net assets available for benefits per the financial statements $ 7,366,663 7,942,301
Benefit obligations currently payable (67,041) (37,250)
----------- -----------
Net assets available per the Form 5500 $ 7,299,622 7,905,051
=========== ===========
The following is a reconciliation of benefits paid to participants per the
financial statements for the year ended December 31, 2002, to the Form 5500.
Benefits paid to participants per the financial statements $ 571,218
Amounts currently payable at December 31, 2002 67,041
Amounts currently payable at December 31, 2001 (37,250)
----------
Benefits paid to participants per the Form 5500 $ 601,009
==========
8
BUTLER MANUFACTURING COMPANY
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
June 30, 2003 /s/ Larry C. Miller
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Date Larry C. Miller
Vice President - Finance,
and Chief Financial Officer
9
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
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23 Independent Auditors' Consent
99.1 Certification of Periodic Report
99.2 Certification of Periodic Report
10