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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the year ended December 31, 1995
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 1-11978
THE MANITOWOC COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Wisconsin 39-0448110
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
500 South 16th Street, Manitowoc, Wisconsin 54220
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (414) 684-4410
Securities Registered Pursuant to Section 12(b) of the Act:
Common Stock, $.01 Par Value New York Stock Exchange
(Title of Each Class)(Name of Each Exchange on Which Registered)
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
YES [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ( )
The Aggregate Market Value on February 29, 1996, of the
registrant's Common Stock held by non-affiliates of the registrant was
$237,935,168, based on the $31.81 per share average of high and low
sale prices on that date.
The number of shares outstanding of the registrant's Common Stock
as of February 29, 1996, the most recent practicable date, was
7,674,468.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant's Annual Report to Shareholders for the
period ended December 31, 1995 (the 1995 "Annual Report"), are
incorporated by reference into Parts I and II of this report.
Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders dated April 2, 1996 (the "1996 Proxy Statement"), are
incorporated by reference in Part III of this report.
See Index to Exhibits.
PART I
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Item 1. Business
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GENERAL
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The Manitowoc Company, Inc. (the "Company" or "Manitowoc"), a
Wisconsin corporation, is a diversified, capital goods manufacturer
headquartered in Manitowoc, Wisconsin. Founded in 1902, the Company
is principally engaged in: a) the design and manufacture of commercial
ice machines and refrigeration products for the foodservice, lodging,
convenience store and healthcare markets; (b) the design and
manufacture of cranes and related products which are used by the
energy, construction, mining and other industries; and (c) marine
vessel repair. The Company currently operates a large-crane
manufacturing facility and an ice machine and reach-in
refrigerator/freezer manufacturing facility in Manitowoc, Wisconsin;
nine refrigeration products facilities located in Tennessee, Iowa and
Wisconsin; ship repair yards in Sturgeon Bay, Wisconsin and Toledo and
Cleveland, Ohio; an overhead-crane factory in Big Bend, Wisconsin; a
crane re-manufacturing facility in Bauxite, Arkansas; a crane
replacement parts manufacturing facility in Punxsutawney, Pennsylvania
and Pompano Beach, Florida; and a boom truck and pedestal crane
operation in Georgetown, Texas.
For information relating to the Company's lines of business and
industry segments, see "Management's Discussion and Analysis of
Results of Operations and Financial Condition", "Ten-Year Financial
Summary and Business Segment Information", "Summary of Significant
Accounting Policies -- Research and Development" and Note 13 to
Consolidated Financial Statements on pages 18-21, 22-23, 28 and 32,
respectively, of the 1995 Annual Report, which are incorporated herein
by reference.
On August 9, 1994, the Board of Directors changed the Company's
fiscal year from the Saturday nearest to June 30 of each calendar year
to December 31 of each calendar year. Such change in fiscal years
resulted in a transition period from July 3, 1994 through December 31,
1994. For further information concerning the transition period see
"Summary of Significant Accounting Policies--Fiscal Year" on page 28
of the 1995 Annual Report, which is incorporated herein by reference.
PRODUCTS AND SERVICES
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Foodservice
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The Foodservice Products business segment designs, manufactures,
and markets commercial ice cube machines, ice storage bins, ice cube
dispensers, and related accessories including water filtration
systems, as well as reach-in and walk-in refrigerators and freezers.
Serving the needs of foodservice, lodging, convenience store, and
healthcare operations worldwide, the Company has captured a leading
percentage of the commercial ice cube machine, reach-in and walk-in
refrigerator market.
Several models of automatic ice cube making and dispensing
machines are designed, manufactured and marketed by Manitowoc
Equipment Works. Offering daily production capacities from 160 to
1,890 pounds, Manitowoc ice machines are complemented by storage bins
with capacities from 220 to 760 pounds; countertop ice and beverage
dispensers with capacities to 160 pounds; floor-standing ice
dispensers with capacities to 180 pounds; and optional accessories
such as water filters and ice baggers. The reach-in refrigerators and
freezers are available in one, two or three-door models that provide
gross storage capacities of 23.1, 47.8 and 73.7 cubic feet,
respectively.
Effective December 1, 1995, the Company completed the purchase of
The Shannon Group, Inc. ("Shannon"). Shannon is a manufacturer of
commercial refrigerators, freezers and related products, ranging from
small under-counter units to 300,000 square foot refrigerated
warehouses. Among its wide range of products, Shannon is best known
for its foamed-in-place walk-in refrigeration units, wood rail walk-in
units, refrigerated food-prep tables, reach-in refrigerator/freezers
and modular refrigeration systems. Shannon is the primary or sole
supplier of walk-in refrigerator/freezers to many of the leading
restaurant and grocery chains in the United States. See Note 8 to
Consolidated Financial Statements on page 31 of the 1995 Annual
Report, which is incorporated herein by reference.
The acquisition of The Shannon Group, Inc. has made foodservice
equipment the Company's largest business segment. Prior to the
acquisition, foodservice represented 35% of the Company's total sales.
On a calendar 1995 pro forma basis, Shannon and Manitowoc Equipment
Works account for 54% of the Company's sales and 84% of the segment
operating earnings.
In fiscal 1993, the foodservice products group introduced a new
line of ice machines that use an environmentally enlightened
refrigerant. The "B-Series" includes ten models which are
complemented by seven ice storage bins. For added customer
convenience, the "B" models also feature standard self-cleaning and
optional automatic-cleaning systems that improve reliability while
simplifying maintenance.
The Company also introduced in 1993 the industry's first reach-in
cooler that uses an environmentally enlightened refrigerant. In
addition, our foodservice group received a U.S. patent covering the
drop-in refrigeration units for its reach-in cabinets.
During 1995, Manitowoc Equipment Works was certified as meeting
ISO-9001 quality standards - the highest international rating for
quality management systems.
The Company completed arrangements with a joint-venture partner,
Hangzhou Household Electric Appliance Industrial Corporation, to
produce ice machines in China during calendar 1995. The joint-venture
factory has begun production of the Company's new model I-25 ice
machine. The I-25 produces 30 pounds of ice per day. It was
developed to meet the needs of customers in overseas markets that do
not require the 160 to 1,890 pound daily outputs of the standard ice
making models.
The Foodservice Products business segment sales are made from the
Company's inventory and sold worldwide through independent wholesale
distributors, chain accounts, and government agencies. The
distribution network now extends to 80 distributors in 70 countries
within Western Europe, the Far East, the Middle East, the Near East,
Latin America, North America, the Carribbean, and Africa. A new
distribution facility in Rotterdam, Holland, has enabled the Company
to increase sales of ice and refrigerated foodservice equipment by more
than 50% in Europe in 1995.
Since sales are made from the Company's inventory, orders are
generally filled within 24 to 48 hours. The backlog for unfilled
orders for Foodservice Products at December 31, 1995 and 1994 were not
significant.
Cranes and Related Products
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The Company designs and manufactures a diversified line of
crawler, truck, fixed-base mounted, overhead and hydraulically-powered
cranes, which are sold under the "Manitowoc", "Manitex", "Orley
Meyer", and "West-Manitowoc, Inc." names for use by the energy,
construction, mining, pulp and paper, and other industries. Many of
the Company's customers purchase one crane together with several
options to permit use of the crane in various lifting applications and
other operations. Various crane models combined with available
options have lifting capacities ranging from approximately 10 to 1,500
U.S. tons and excavating capacities ranging from 3 to 15 cubic yards.
The Company has developed a line of hydraulically-driven,
electronically-controlled M-Series crawler cranes. M-Series cranes
are easier to transport, operate and maintain, as well as being more
productive in a number of applications. Six models, along with
various attachments, have been introduced to-date with lifting
capacities ranging from 65 to 1,500 U.S. tons.
In July 1995, the Company's large-crane operation completed a
plant consolidation to a single site within Manitowoc, Wisconsin in
order to streamline the manufacturing process. The consolidation has
reduced production costs, shortened the cycle from order to shipment,
and has made it easier to respond to shifts in market demand.
During 1995, Manitowoc Engineering introduced the Model-888.
The 888 is a lattice boom crawler crane with a lifting capacity of 230
U.S. tons. Because of its innovative design, the 888 will self-
assemble and be ready to work on a jobsite in as little as one hour.
Other cranes of similar size and configuration take many more hours to
assemble before they can be put to work.
The Company also performs machining, fabricating and assembly
subcontract work utilizing crane manufacturing facilities. The
Company also has a remanufacturing facility in Bauxite, Arkansas which
buys older cranes for remanufacture and rebuilds and sells the
finished units through the distribution channels mentioned below.
Customer owned cranes are also remanufactured at this facility.
In fiscal 1994, the Company launched a completely new business
unit - West-Manitowoc. Its prime target is the smaller, independent
contractors and rental-fleet customers who need smaller, less
complicated, easily transportable, and more versatile cranes that meet
the needs of a broad range of users.
To serve this growing market, West-Manitowoc has developed a new
line of value-priced cranes with those characteristics. The first of
these, the 90-ton lifting capacity West-100 cranes, has successfully
captured a large portion of the rental market for self-erecting
cranes.
As West-Manitowoc introduces additional models in the 50 to 130-
ton range, Manitowoc Engineering will phase out production of small M-
Series models and concentrate solely on high-end cranes for customers
with specialized needs.
In February 1994, the Company acquired the assets of Femco
Machine Co. Femco Machine Co. is a manufacturer of parts for cranes,
draglines, and other heavy equipment. Femco is located in
Punxsutawney, Pennsylvania and Pompano Beach, Florida.
Femco and Manitowoc Re-Manufacturing together form the
Aftermarket Group. These companies rebuild and remanufacture used
cranes, both Manitowoc and non-Manitowoc units, for owners who want to
add value to their existing cranes. Femco's existing South Florida
operation is ideally positioned to serve the large Latin American
market where used cranes are the order of the day.
In February, 1996, the Company announced the sale of Orley Meyer,
the Wisconsin-based unit which produced overhead cranes of up to 50-
ton capacity. Although Orley Meyer was a profitable and well-run
operation, its product line was outside the Company's core business
interests.
The Company's cranes and related products are sold throughout
North America and foreign countries by independent distributors, and
by Company- owned sales subsidiaries located in Mokena, Illinois;
Benicia, California; and Northampton, England. During calendar 1995,
the Company sold sales subsidiaries in Long Island City, New York;
LaMirada, California; Seattle, Washington; and Chur, Switzerland. In
fiscal 1993, the Company sold two previously owned sales subsidiaries
located in Davie, Florida and Charlotte, North Carolina.
Distributors generally do not carry inventories of new cranes,
except for the smaller truck cranes. Most distributors maintain
service facilities and inventories of replacement parts. Company
employed service representatives usually assist customers in the
initial set-up of new cranes.
The Company does not generally provide financing for either its
independent distributors or their customers; however, dealers
frequently assist customers in arranging financing and may accept used
cranes as partial payment on the sale of new cranes.
See Note 13 to Consolidated Financial Statements on page 32 of
the 1995 Annual Report with respect to export sales, which is
incorporated herein by reference. Such sales are usually made to the
Company's foreign subsidiaries or independent distributors, in
addition to sales made to domestic customers for foreign delivery.
Foreign sales are made on Letter of Credit or similar terms.
The year-end backlog of crane products includes orders which have
been placed on a production schedule, and those orders which the
Company has accepted and which are expected to be shipped and billed
during the next fiscal year. The backlog of unfilled orders for
cranes and related products at December 31, 1995 approximates $85.8
million, as compared with $18.7 million a year earlier. The increase
is primarily due to the positive customer acceptance of the Company's
new Model-888 crane.
Marine
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The Company had been a shipbuilder since its inception in 1902.
For almost seven decades, all shipbuilding operations were conducted
in Manitowoc, Wisconsin. Two adjoining shipyards in Sturgeon Bay,
Wisconsin, were acquired in 1968 and 1970, and all shipbuilding
activities were transferred to those facilities.
In March, 1988, the Company announced that, due to the continued
decline in the U.S. shipbuilding industry, it would no longer pursue
new ship construction contracts and would restructure its shipbuilding
subsidiary to be more competitive on ship conversions and repair work.
In January, 1992, the Company acquired substantially all the
assets of Merce Industries, Inc. Merce Industries, Inc. operated the
ship repair facility owned by the Port Authority of Toledo, Ohio, and
similar operations in Cleveland, Ohio. Included with the acquisition
was the assumption of a lease agreement with the Port Authority for
the ship repair facilities.
The Marine Group (made up of Bay Shipbuilding Co., Toledo
Shiprepair Co., and Cleveland Shiprepair Co.) dry-docks and services
commercial vessels of all sizes, including 1,000-foot super carriers,
the largest vessels sailing the Great Lakes. The Marine Group's
capabilities include planned and emergency maintenance, vessel
inspections, five-year surveys, conversions, repowering, and
retrofitting plus repair service for hulls, turbines, boilers,
propulsion systems and cargo systems. To reduce seasonality, the
Marine Group has begun to perform non-marine industrial repair during
the summer months.
The year-end backlog for the marine segment includes repair and
maintenance work presently scheduled at the shipyard which will be
completed in the next fiscal year. At December 31, 1995 the backlog
approximates $21.2 million, compared to $7.1 million one year ago.
Raw Materials and Supplies
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The primary raw material used by the Company is structural and
rolled steel, which is purchased from various domestic sources. The
Company also purchases engines and electrical equipment and other
semi- and fully-processed materials. It is the policy of the Company
to maintain, wherever possible, alternate sources of supply for its
important materials and parts. The Company maintains inventories of
steel and other purchased material.
Patents, Trademarks, Licenses
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The Company owns a number of United States and foreign patents
pertaining to the crane and foodservice products, and has presently
pending applications for patents in the United States and foreign
countries. In addition, the Company has various registered and
unregistered trademarks and licenses which are of material importance
to the Company's business.
Seasonality
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Typically, the second calendar quarter represents the Company's
best quarter in all of the business segments. Since the summer brings
along warmer weather, there is an increase in the use of ice machines.
As a result, distributors are building inventories for the increased
demand. In the cranes and related products segment, summer also
represents the main construction season. Customers require new
machines, parts, and service prior to such season. With respect to the
Marine segment, the Great Lakes shipping industry's sailing season is
normally May through November. Thus, barring any emergency
groundings, the majority of repair and maintenance work is performed
during the winter months. Accordingly, the work is typically
completed during the second calendar quarter of the year.
Competition
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All of the Company's products are sold in highly competitive
markets. Competition is at all levels, including price, service and
product performance.
Within the ice machine division, there are several manufacturers
with whom the Company competes. The primary competitors include
Scotsman Industries (tradename Scotsman and Crystal Tips), Prospect
Heights, Illinois; Welbilt Company (tradename Ice-O-Matic), New Hyde
Park, New York; and Hoshizaki American, Inc. (tradename Hoshizaki),
Peachtree City, Georgia. As noted earlier, the Company is the
leading, low-cost, producer of ice machines.
The list of competitors for the refrigeration products line
include Beverage Air, Spartanburg, South Carolina; The Delfield
Company, Mt. Pleasant, Michigan; Traulsen & Company, Inc., College
Point, New York; True Food Service Company, O'Fallon, Missouri;
Hobart, Inc., Troy, Ohio; Elliot-Williams Co., Inc., Indianapolis,
Indiana; Hussman Corporation, Bridgeton, Missouri; ThermoKool, Laurel,
Mississippi; Masterbilt, New Albany, Mississippi; W. A. Brown,
Salisbury, Nebraska; and American Panel, Ocala, Florida. The Company
is the leading producer of small undercounter refrigeration units and
large refrigerated warehouses as well as the primary or sole supplier
of walk-in refrigerator/freezers to many of the leading restaurant and
grocery chains in the United States.
With respect to crawler cranes, there are numerous domestic and
foreign manufacturers of cranes with whom the Company competes,
including American Crane Corporation, Wilmington, North Carolina; Link
Belt Construction Equipment Co., a subsidiary of Sumitomo Corporation,
Tokyo, Japan; Kobelco, Kobe Steel, Ltd., Tokyo, Japan; Mannesmann
Demag Baumaschinen, Zweibrucken, West Germany; Liebherr-Werk Ehingen
GMBH, Ehingen, West Germany; and Hitachi Construction Machinery Co.,
Ltd., Tokyo, Japan. Within the market the Company serves, lattice
boom crawler cranes with lifting capacities greater than 125 tons,
Manitowoc is a world leader of this equipment.
The competitors within the boom truck crane market include
Simon-R.O. Corp., Olathe, Kansas; National Crane, Waverly, Nebraska;
and JLG, McConnellsburg, Pennsylvania. The Company believes that its
current output of boom truck cranes ranks third among its competitors.
In the ship repair operation, the Company is one of three
operational shipyards on the Great Lakes capable of drydocking and
servicing 1000 foot Great Lakes bulk carriers; the others are Erie
Marine Enterprises, Erie, Pennsylvania, and Port Weller Dry Docks, St.
Catherines, Ontario, Canada. There are two other shipyards on the
Great Lakes, Fraser Shipyards, Inc., Superior, Wisconsin, and H.
Hansen Industries, Toledo, Ohio, with whom the Company competes for
drydocking and servicing smaller Great Lakes vessels. The Company
also competes with many smaller firms which perform top side repair
work during the winter lay-up period. In addition, there are
shipyards on the East, West and Gulf Coasts capable of converting and
reconstructing vessels of sizes that can enter the Great Lakes through
the St. Lawrence Seaway and the Wellen Canal. There are also
shipyards on the inland rivers capable of servicing smaller,
specialized vessels which the Company is capable of servicing.
Employee Relations
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The Company employs approximately 3,200 persons, of whom about
510 are salaried. The number of employees increased during calendar
1995 as a result of the Shannon acquisition. The Shannon Group, Inc.
currently employs 1,300 persons, with approximately 200 salaried.
The Company has labor agreements with 20 union locals. There
have been no work stoppages during the three years ended December 31,
1995.
Item 2. PROPERTIES
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Owned
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The Company owns foodservice manufacturing facilities located in
Manitowoc, Wisconsin; River Falls, Wisconsin; Mason City, Iowa;
Parsons, Tennessee; and Scotts Hill, Tennessee.
Manitowoc Equipment Works' production of ice machines and reach-
ins are housed in a recently expanded 368,000 square foot facility in
Manitowoc, Wisconsin. The 128,000 square foot addition was completed
during 1995 and permitted both ice machines and reach-ins to be
manufactured in the same facility.
The acquisition of The Shannon Group, Inc. included four
manufacturing facilities located in Parsons, Tennessee; River Falls,
Wisconsin; Mason City, Iowa and Scotts Hill, Tennessee. The Parsons
and River Falls facilities have approximately 212,000 and 133,000
square feet of manufacturing and office space, respectively. The
Mason City and Scotts Hill plants each have about 40,000 square feet
of manufacturing space.
Cranes and related products are manufactured at plant locations
in Manitowoc, Wisconsin; Georgetown, Texas; Bauxite, Arkansas; and
Punxsutawney, Pennsylvania. During 1995, the crane operations in
Manitowoc completed a move from the original plant located in the
central city to the existing South Works facility. South Works'
construction was completed in 1978 and is comprised of approximately
265,000 square feet of manufacturing and office space located on 76
acres. The original plant, which includes approximately 600,000
square feet of manufacturing and office space, is currently being held
for sale.
Femco Machine Co. consists of three manufacturing and office
facilities in Punxsutawney. These facilities have approximately
71,000 square feet and are located on approximately 34 acres. A
similar facility in nearby Hawthorn, Pennsylvania was sold in
November, 1995.
In 1993, the boomtruck crane operations were moved to Georgetown,
Texas. The Company purchased an existing manufacturing and office
facility totaling approximately 175,000 square feet. Previously, this
operation consisted of manufacturing and office facilities located in
McAllen, Texas, and a fabrication plant located in Reynosa, Mexico.
In June, 1987, the Company purchased an existing 20,000 square
foot facility in Bauxite, Arkansas, for the remanufacturing of used
cranes. This facility began operations in fiscal 1988.
The Company's shipyard in Sturgeon Bay, Wisconsin, consists of
approximately 55 acres of waterfront property. Four of those acres,
which connect two operating areas of the shipyard, are leased under a
long term ground lease. There is approximately 295,000 square feet of
enclosed manufacturing and office space. Facilities at the shipyard
include a 140 by 1,158 foot graving dock, the largest on the Great
Lakes. In addition, there is a 250 foot graving dock, and a 600 foot
floating drydock.
Additional properties consist primarily of a crane sales office
and warehouse facility located in Northampton, England. Sales offices
in Long Island City, New York and Seattle, Washington were sold during
the fourth quarter of 1995.
Leased
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The Company leases three manufacturing facilities for the
foodservice division including 90,000 square feet in Selmer,
Tennessee; 50,000 square feet in Greenville, Tennessee and 38,500
square feet in Bethel Springs, Tennessee. The Company also leases
approximately 11,000 square feet of office space for The Shannon
Group, Inc. in Brentwood, Tennessee. In addition, the Company leases
sales offices and warehouse facilities for cranes and related products
in Big Bend, Wisconsin; Mokena, Illinois; and Benicia, California.
Facilities are also leased in Pompano Beach, Florida for parts
manufacturing and crane re-manufacturing. Furthermore, the Company
leases the shipyard facilities at Toledo and Cleveland, Ohio for the
marine segment. These facilities include waterfront land, buildings,
and 800-foot and 550-foot graving docks.
Item 3. LEGAL PROCEEDINGS
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The information required by this item is incorporated by
reference from Note 10 to Consolidated Financial Statements on Page
31 of the 1995 Annual Report.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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No matters were submitted to security holders for a vote during
the fourth quarter of the Company's fiscal year ended December 31,
1995.
Executive Officers of the Registrant
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Each of the following officers of the Company has been elected to a
renewable one-year term by the Board of Directors. The information
presented is as of March 26, 1996.
Position With Principal Position
Name Age The Registrant Held Since
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Fred M. Butler 60 President & CEO 1990
Robert K. Silva 67 Executive Vice President & COO 1994
Robert R. Friedl 41 Vice President & CFO 1992
Thomas G. Musial 44 Vice President-Human Resources 1995
Philip D. Keener 45 Treasurer 1990
E. Dean Flynn 55 Secretary 1993
Fred M. Butler was elected President & Chief Executive Officer on July
17, 1990, and previously served as Senior Vice President and Chief
Operating Officer from March 31, 1989. He joined the Company as
Manager of Administration in September, 1988. Prior to such date, Mr.
Butler was employed by Tyger Construction Co., Inc., a subsidiary of
Guy F. Atkinson Company, as President and Senior Vice President.
Robert K. Silva was elected Executive Vice President and Chief
Operating Officer of the corporation on July 8, 1994, and previously
served as Vice President from May 4, 1992, and as President and
General Manager of the Manitowoc Equipment Works ("MEW"), a division
of The Manitowoc Company, Inc. He joined the Company in 1979 as
National Sales Manager and held various positions with MEW. Prior to
joining the Company, he was Vice President at Follett Corporation.
Robert R. Friedl was elected Vice President and Chief Financial
Officer on May 4, 1992, and previously served as Vice President-
Finance from August 14, 1990. He joined the Company as Assistant
Treasurer on April 18, 1988. Prior to joining Manitowoc, he served as
Chief Financial Officer with Coradian Corp.; was co-founder, Vice
President of Finance and Treasurer of Telecom North, Inc.; and Tax
Manager for Nankin, Schnoll & Co., S.C..
Thomas G. Musial was elected Vice President-Human Resources on January
31, 1995. Previously, he served as Manager of Human Resources from
January 18, 1987; and as Personnel/Industrial Relations Specialist
from August 2, 1976.
Philip D. Keener was elected Treasurer on November 13, 1990. He
joined the Company on October 1, 1990. Prior to that, Mr. Keener was
employed by Farley Industries, Inc. as Assistant Treasurer.
E. Dean Flynn was elected Secretary on February 2, 1993 and previously
served as Assistant Corporate Secretary from November 2, 1987; as
Manager of Corporate Insurance from January, 1990; and as Legal
Assistant from January 16, 1985. Prior to that, he served the Wabco
division of Dresser Industries, Inc. in numerous managerial positions
for 23 years, departing as manager of legal affairs in 1985.
PART II
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Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
--------------------------------------------------
The information required by this item is incorporated by reference
from "Quarterly Common Stock Price Range", "Ten-Year Financial
Summary and Business Segment Information," "Supplemental Quarterly
Financial Information (Unaudited)", and "Investor Information", on
pages 1, 22-23, 33 and 37 of the 1995 Annual Report.
Item 6. SELECTED FINANCIAL DATA
-----------------------
The information required by this item is incorporated by reference
from "Ten-Year Financial Summary and Business Segment Information" on
pages 22-23 of the 1995 Annual Report.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
-----------------------------------------------------------
The information required by this item is incorporated by reference
from "Management's Discussion and Analysis of Results of Operations
and Financial Condition" on pages 18-21 of the 1995 Annual Report.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The financial statements required by this item are incorporated by
reference from pages 24-33 of the 1995 Annual Report. Supplementary
financial information is incorporated by reference from "Supplemental
Quarterly Financial Information (Unaudited)" on page 33 of the 1995
Annual Report. See also the reports of the former independent public
accountants included as part of Item 14 of this report and
incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
------------------------------------------------------------
None.
PART III
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Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
The information required by this item is incorporated by reference
from "Compliance with Section 16(a) of the Exchange Act" on page 3 of
the 1996 Proxy Statement and from "Election of Directors" on pages 3-
4 of the 1996 Proxy Statement. See also "Executive Officers of the
Registrant" in Part I hereof, which is incorporated herein by
reference.
Item 11. EXECUTIVE COMPENSATION
----------------------
The information required by this item is incorporated by reference
from "Compensation of Directors", "Executive Compensation",
"Contingent Employment Agreements", and "Supplemental Retirement
Agreements" on pages 5-8 and 13 of the 1996 Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
--------------------------------------------------------
The information required by this item is incorporated by reference
from "Ownership of Securities" on pages 2-3 of the 1996 Proxy
Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
None.
PART IV
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Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
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(a) Documents filed as part of this Report.
(1) Financial Statements:
The following Consolidated Financial Statements are filed as
part of this report under Item 8, "Financial Statements and
Supplementary Data":
Report of Independent Public Accountants on fiscal year ended
December 31, 1995 and transition period ended December 31, 1994
Financial Statements
Report of Former Independent Public Accountants on fiscal
years ended July 2, 1994 and July 3, 1993 Financial
Statements
Consolidated Statements of Earnings for the periods ended
December 31, 1995, December 31, 1994, July 2, 1994 and July 3,
1993.
Consolidated Balance Sheets as of December 31, 1995 and
December 31, 1994.
Consolidated Statements of Cash Flows for the periods ended
December 31, 1995, December 31, 1994, July 2, 1994 and July 3,
1993.
Consolidated Statements of Stockholders' Equity for the
periods ended December 31, 1995, December 31, 1994, July 2,
1994 and July 3, 1993.
Summary of Significant Accounting Policies.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules:
Financial Statement Schedules for the year ended December 31,
1995, transition period ended December 31, 1994, and fiscal
years ended July 2, 1994 and July 3, 1993:
Filed
Schedule Description Herewith
-------- ----------- ---------
II Valuation and Qualifying Accounts X
Report of Independent Public
Accountants on fiscal year
ended December 31, 1995 and
transition period ended
December 31, 1994 Financial
Statement Schedules X
Report of Former Independent
Public Accountants on fiscal
years ended July 2, 1994 and
July 3, 1993 Financial Statement
Schedules X
All other financial statement schedules not listed have been
omitted since the required information is included in the
consolidated financial statements or the notes thereto, or is not
applicable or required under rules of Regulation S-X.
(b) Reports on Form 8-K:
During the fourth quarter of calendar 1995, a report on Form 8-K
dated as of October 11, 1995 was filed indicating that as a result of
an inability of the parties to agree on certain terms of a definitive
purchase agreement, the letter of intent for the purchase by the
Company of The Shannon Group, Inc. was terminated by its terms.
A second report on Form 8-K dated as of October 25, 1995 was
filed stating that on October 24, 1995 the Company entered into a
definitive agreement to acquire 100% ownership of The Shannon Group,
Inc.
A third report on Form 8-K dated as of December 1, 1995 was filed
stating that the Company had completed its purchase of the outstanding
common stock of The Shannon Group, Inc.
After the fourth quarter end, Amendment No. 1 to the Form 8-K
dated as of December 1, 1995 was filed to provide the following
historical financial statements of The Shannon Group, Inc. as well as
the following pro forma statements of the Company reflecting the
acquisition of The Shannon Group, Inc. pursuant to paragraphs (a)(4)
and (b)(2) of Item 7 of Form 8-K:
1. Audited consolidated financial statements of The Shannon
Group, Inc. and Subsidiary:
Report of Independent Accountants
Consolidated Balance Sheets as of December 31, 1994 and 1993
Consolidated Statements of Operations for the Years Ended
December 31, 1994, 1993 and 1992
Consolidated Statements of Changes in Shareholders' Equity
for the Years Ended December 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1994, 1993 and 1992
Note to Consolidated Financial Statements
2. Unaudited interim consolidated financial statements of The
Shannon Group, Inc. and Subsidiary:
Consolidated Condensed Statements of Operations for the
Three and Nine Months Ended September 30, 1995 and 1994
Consolidated Condensed Balance Sheet at September 30, 1995
Consolidated Condensed Statements of Cash Flows for the Nine
Months Ended September 30, 1995 and 1994
Notes to Unaudited Interim Financial Data
3. Unaudited pro forma consolidated condensed financial
statements of The Manitowoc Company, Inc.:
Introduction
Pro Forma Consolidated Condensed Statements of Operations
for the Year Ended December 31, 1994
Pro Forma Consolidated Condensed Balance Sheet
as of September 30, 1995
Pro Forma Consolidated Condensed Statement of
Operations for the Nine Months Ended September 30, 1995
Notes to Pro Forma Consolidated Condensed Financial Statements
(c) Exhibits:
See Index to Exhibits immediately following the signature page of
this report, which is incorporated herein by reference.
REPORT OF FORMER INDEPENDENT PUBLIC ACCOUNTANTS
To The Manitowoc Company, Inc.:
We have audited the consolidated balance sheets of The Manitowoc
Company, Inc. (a Wisconsin corporation) as of July 2, 1994 and July 3,
1993, and the related statements of earnings, stockholders' equity and
cash flows for the fiscal years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 financial position of The
Manitowoc Company, Inc. as of July 2, 1994 and July 3, 1993, and the
results of its operations and its cash flows for the years then ended
in conformity with generally accepted accounting principles.
As explained in the Summary of Significant Accounting Policies of the
Consolidated Financial Statements, effective June 28, 1992, the
Company changed its method of accounting for retiree health care
benefits and income taxes.
/s/ Arthur Andersen LLP
-------------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
July 28, 1994
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Stockholders
The Manitowoc Company, Inc. and Subsidiaries
Our report on the consolidated financial statements of The Manitowoc
Company, Inc. and Subsidiaries has been incorporated by reference in
the Form 10-K from page 33 of the 1995 Annual Report of The Manitowoc
Company, Inc. In connection with our audits of such financial
statements, we have also audited the related consolidated financial
statement schedule listed in the index on page 12 of this Form 10-K.
In our opinion, the consolidated financial statement schedule referred
to above, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
Milwaukee, Wisconsin /s/ Coopers & Lybrand L.L.P.
February 6, 1996
REPORT OF FORMER INDEPENDENT PUBLIC ACCOUNTANTS
ON SUPPLEMENTARY SCHEDULES
We have audited in accordance with generally accepted auditing
standards, the financial statements included in The Manitowoc Company,
Inc.'s annual report to shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated July 28, 1994.
Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The schedule listed in Item 14(a)(2) are
the responsibility of the Company's management and are presented for
purposes of complying with the Securities and Exchange Commission's
rules and are not part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion,
fairly state in all material respects the financial data required to
be set forth therein in relation to the basic financial statements
taken as a whole.
/s/ Arthur Andersen LLP
--------------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
July 28, 1994.
THE MANITOWOC COMPANY, INC.
AND SUBSIDIARIES
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
FOR THE FISCAL YEARS ENDED JULY 3, 1993, JULY 2, 1994,
TRANSITION PERIOD ENDED DECEMBER 31, 1994,
AND CALENDAR YEAR ENDED DECEMBER 31, 1995
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
------------ ---------- ----------- ----------- -----------
YEAR ENDED JULY 3, 1993:
Allowance for doubtful accounts $ 383,594 $ 453,993 $ (30,385) $ 807,202
YEAR ENDED JULY 2, 1994:
Allowance for doubtful accounts $ 807,202 $ 702,079 $ (732,536) $ 776,745
PERIOD ENDED DECEMBER 31, 1994:
Allowance for doubtful accounts $ 776,745 $ 419,442 $ -- $ 1,196,317
YEAR ENDED DECEMBER 31, 1995:
Allowance for doubtful accounts $ 1,196,317 $ 283,843 $ (114,804) $ 1,365,356
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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:
Dated: March 29, 1996
THE MANITOWOC COMPANY, INC.
By: /s/ Fred M. Butler
----------------------------------
Fred M. Butler
President & Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons
constituting a majority of the Board of Directors on behalf of the
registrant and in the capacities and on the dates indicated:
/s/ Fred M. Butler March 29, 1996
- -----------------------------------------
Fred M. Butler, President & CEO, Director
/s/ Robert K. Silva March 29, 1996
- -----------------------------------------
Robert K. Silva, Executive Vice President
& COO, Director
/s/ Robert R. Friedl March 29, 1996
- -----------------------------------------
Robert R. Friedl, Vice President & CFO
/s/ Gilbert F. Rankin, Jr. March 29, 1996
- -----------------------------------------
Gilbert F. Rankin, Jr., Director
/s/ George T. McCoy March 29, 1996
- -----------------------------------------
George T. McCoy, Director
/s/ Guido R. Rahr, Jr. March 29, 1996
- -----------------------------------------
Guido R. Rahr, Jr., Director
March 29, 1996
- -----------------------------------------
James P. McCann, Director
March 29, 1996
- -----------------------------------------
Dean H. Anderson, Director
March 29, 1996
- -----------------------------------------
Robert S. Throop, Director
THE MANITOWOC COMPANY, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 1995
INDEX TO EXHIBITS
Exhibit Filed
No. Description Herewith
- ------- ----------- ---------
2.1 (a) * Stock Purchase Agreement dated as of October 24, 1995,
for the acquisition of The Shannon Group, Inc. by The
Manitowoc Company, Inc. (filed as Exhibit 2 to the
Company's Report on Form 8-K, dated as of October 25,
1995 and incorporated herein by reference).
2.1 (b) * First Amendment to Stock Purchase Agreement, dated as
of December 1, 1995, for the acquisition of The Shannon
Group, Inc. by The Manitowoc Company, Inc. (filed as
Exhibit 2.2 to the Company's Report on Form 8-K, dated
as of December 1, 1995 and incorporated herein by
reference).
3.1 Amended and Restated Articles of Incorporation as
amended on November 5, 1984 (filed as Exhibit 3(a) to
the Company's Annual Report on Form 10-K for the fiscal
year ended June 29, 1985 and incorporated herein by
reference).
3.2 Restated By-Laws (as amended through May 22, 1995)
including amendment to Article II changing the date of
the annual meeting (filed as Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995 and incorporated herein by
reference).
4.1(a) Rights Agreement dated September 5, 1986 between the
Registrant and Morgan Shareholder Services Trust
Company (filed as Exhibit 4 to the Company's Annual
Report on Form 10-K for the fiscal year ended June 28,
1986 and incorporated herein by reference).
4.1(b) First amendment to Rights Agreement dated August 12,
1988 (filed as Exhibit 1 to the Company's Report on
Form 8-K dated August 26, 1988 and incorporated herein
by reference).
4.2 Credit Agreement, dated as of December 1, 1995, among The
Manitowoc Company, Inc., as Borrower, certain subsidiaries
from time to time parties thereto, as Guarantors, the
several Lenders, and NationsBank, N.A., as Agent (filed as
Exhibit 4.1 to the Company's Report on Form 8-K dated as of
December 1, 1995 and incorporated herein by reference).
4.3 Security and Pledge Agreement, dated as of December 1,
1995, among The Manitowoc Company, Inc., certain of its
subsidiaries and NationsBank, N.A. (filed as Exhibit
4.2 to the Company's Report on Form 8-K dated as of
December 1, 1995 and incorporated herein by reference).
4.4 Articles III, V, and VIII of the Amended and Restated
Articles of Incorporation (see Exhibit 3.1 above).
10.1(a) ** The Manitowoc Company, Inc. Deferred Compensation Plan
effective August 20, 1993 (the "Deferred Compensation
Plan") (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-8 filed June 23,
1993 (Registration No. 33-65316) and incorporated
herein by reference).
10.1(b) ** Amendment to Deferred Compensation Plan adopted by the
Board of Directors on April 26, 1994 (filed as Exhibit
10.1(b) to the Company's Annual Report on Form 10-K for
the fiscal year ended July 2, 1994 and incorporated
herein by reference).
10.2 ** The Manitowoc Company, Inc. Management Incentive
Compensation Plan (Economic Value Added (EVA) Bonus Plan)
effective July 4, 1993, and as amended May 22, 1995 (filed
as Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995 and incorporated
herein by reference).
10.3 ** Form of Contingent Employment Agreement between the
Company and Messrs. Butler, Flynn, Friedl, Keener,
Musial and Silva, and certain other employees of the
Company (filed as Exhibit 10(c)to the Company's Annual
Report on Form 10-K for the fiscal year ended July 1,
1989 and incorporated herein by reference).
10.4 ** Form of Indemnity Agreement between the Company and
each of the directors, executive officers and certain
other employees of the Company (filed as Exhibit 10(d)
to the Company's Annual Report on Form 10-K for the
fiscal year ended July 1, 1989 and incorporated herein
by reference).
10.5 ** Supplemental Retirement Agreement between Fred M. Butler
and the Company dated March 15, 1993 (filed as Exhibit
10(e) to the Company's Annual Report on Form 10-K for the
fiscal year ended July 3, 1993 and incorporated herein
by reference).
10.6 ** Supplemental Retirement Agreement between Robert K. Silva
and the Company dated January 2, 1995 (filed as Exhibit
10 to the Company's Report on Form 10-Q for the transition
period ended December 31, 1994 and incorporated herein by
reference).
10.7 * The Manitowoc Company, Inc. 1995 Stock Plan (filed as
Appendix A to the Company's Proxy Statement dated April 2,
1996 for its 1996 Annual Meeting of Stockholders and
incorporated herein by reference).
13 Portions of the 1995 Annual Report to Shareholders of The X
Manitowoc Company, Inc. incorporated by reference into
this Report on Form 10-K.
21 Subsidiaries of The Manitowoc Company, Inc. X
23.1 Consent of Coopers & Lybrand L.L.P., the Company's
Independent Public Accountants. X
23.2 Consent of Arthur Andersen LLP the Company's Former
Independent Public Accountants. X
27 Financial Data Schedule. X
* Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant
agrees to furnish to the Securities and Exchange Commission upon
request a copy of any unfiled exhibits or schedules to such document.
** Management contracts and executive compensation plans and
arrangements required to be filed as exhibits pursuant to Item 14(c)
of Form 10-K.