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
BIRMINGHAM 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 8
Exhibit Index 9
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 Birmingham 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
BIRMINGHAM HOURLY EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 043
Statements of Net Assets Available for Benefits
December 31, 2002 and 2001
2002 2001
-------- -------
Assets:
Investments:
Fidelity Management Trust Company:
Managed Income Portfolio $ 60,076 62,853
Puritan Fund 88,469 141,673
Magellan Fund 173,759 244,284
Equity Income Fund 48,583 69,108
Retirement Money Market Trust 144,034 177,762
Aggressive Growth Fund 1,544 3,171
Other 778 2,315
Butler common stock fund 3,036 4,992
Participant loans outstanding 24,490 66,040
-------- -------
Total investments 544,769 772,198
Receivables:
Employee contributions receivable -- 1,102
-------- -------
Total receivables -- 1,102
-------- -------
Net assets available for benefits $544,769 773,300
======== =======
See accompanying notes to financial statements.
2
BUTLER MANUFACTURING COMPANY
BIRMINGHAM HOURLY EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 043
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2002 and 2001
2002 2001
--------- --------
Contributions:
Employee $ 1,321 46,621
--------- --------
Total contributions 1,321 46,621
--------- --------
Investment income:
Net depreciation in fair value of investments (83,787) (62,912)
Interest and dividends 14,524 27,744
Other:
Distributions (159,178) (158,604)
Administrative expenses (1,411) (1,448)
Net transfers from another employer-sponsored fund -- 7,408
--------- --------
Decrease in net assets available for benefits (228,531) (141,191)
Net assets available for benefits:
Beginning of year 773,300 914,491
--------- --------
End of year $ 544,769 773,300
========= ========
See accompanying notes to financial statements.
3
BUTLER MANUFACTURING COMPANY
BIRMINGHAM HOURLY EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 043
Notes to Financial Statements
December 31, 2002 and 2001
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) GENERAL
In 1993, Butler Manufacturing Company (the Company) established the
Birmingham Hourly 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. 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 Birmingham hourly paid factory employees of the Company,
having completed six months of employment, are eligible for
participation in the Plan.
4
BUTLER MANUFACTURING COMPANY
BIRMINGHAM HOURLY EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 043
Notes to Financial Statements
December 31, 2002 and 2001
(F) VESTING
All eligible employees participating in the Plan are immediately 100%
vested in participant's 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.
(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.
(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
BUTLER MANUFACTURING COMPANY
BIRMINGHAM HOURLY EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 043
Notes to Financial Statements
December 31, 2002 and 2001
(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 that 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:
2002 2001
----------- -----------
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
----------- -----------
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
BIRMINGHAM HOURLY EMPLOYEE SAVINGS TRUST PLAN
EIN: 44-0188420
PN: 043
Notes to Financial Statements
December 31, 2002 and 2001
The changes in net assets of the Master Trust for the years ended December 31
are as follows:
2002 2001
------------- -----------
Additions:
Employer contributions $ 6,737 1,716,159
Employee contributions 8,967,929 9,023,088
Rollovers 54,532 52,760
Interest and dividends 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
BIRMINGHAM HOURLY EMPLOYEE SAVINGS TRUST PLAN
SIGNATURE
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
------------- ---------------------------
Date Larry C. Miller
Vice President - Finance,
and Chief Financial Officer
8
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
23 Independent Auditors' Consent
99.1 Certification of Periodic Report
99.2 Certification of Periodic Report
9