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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 fiscal year ended December 31, 1997
[_] 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: (920) 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)
Common Stock Purchase Rights
Securities Registered Pursuant to Section 12(g) of the Act:
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. [ X ]
The Aggregate Market Value on January 31, 1998, of the
registrant's Common Stock held by non-affiliates of the registrant was
$559,777,782 based on the $33.72 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 January 31, 1998, the most recent practicable date, was
17,273,618.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant's Annual Report to Shareholders for the
period ended December 31, 1997 (the "1997 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 March 16, 1998 (the "1998 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;
six refrigeration products facilities located in Tennessee, Nevada,
and Wisconsin; an ice/beverage dispenser manufacturing facility in
Indiana; a dispensing valve manufacturing facility in Oregon; ship
repair yards in Sturgeon Bay, Wisconsin and Toledo and Cleveland,
Ohio; 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 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", "Eleven-Year
Financial Summary and Business Segment Information", "Summary of
Significant Accounting Policies -- Research and Development" and Note
15 to Consolidated Financial Statements on pages 20-23, 24-25, 30, and
36, respectively, of the 1997 Annual Report, which are 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/beverage 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, hospitality,
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 Ice,
Inc. Offering daily production capacities from 160 to 1,890 pounds,
Manitowoc ice machines are complemented by storage bins with
capacities from 150 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. All units feature patented, top-mount, drop-in
refrigeration modules that operate with environmentally friendly HFC
refrigerants.
In September of 1997, Manitowoc Ice, Inc. introduced its new Q-
Series model. The new models set an industry standard for aesthetic
design and incorporate plastic and stainless steel components for
added durability and corrosion resistance. In addition, all "Q"
models use environmentally friendly refrigerants. Previously during
1996, Manitowoc Ice, Inc. introduced the J-Series ice-cube machines
that feature a single evaporator rather than two that were used in
earlier models. This improves reliability, simplifies maintenance,
and reduces operating cost. All J-Series models also feature HFC
refrigerants and the patented self-cleaning system, which cleans and
sanitizes our ice machines at a flip of a switch. An automated self-
cleaning system is also available as an option.
Manitowoc Ice, Inc. was certified in 1995 as meeting ISO-9001
quality standards - the highest international rating for quality
management systems.
On October 31, 1997, the Company acquired substantially all of
the net assets and business of SerVend International, Inc.
("SerVend") from SerVend and its affiliate, Fischer Enterprises,
Ltd. SerVend is one of the world's largest manufacturers of
ice/beverage dispensers and dispensing valves for the soft drink
industry. Its customers include many of the major quick-service
restaurant chains, convenience stores, and soft-drink bottlers in the
nation. SerVend is headquartered in Sellersburg, Indiana. It has one
manufacturing facility in Sellersburg and another in Portland, Oregon,
and employs about 300 persons.
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 supplies walk-in
refrigerator/freezers to many of the leading restaurant and grocery
chains in the United States.
For additional information on the acquisitions, see Note 10 to
Consolidated Financial Statements on page 34 of the 1997 Annual
Report, which is incorporated herein by reference.
In December 1997, the Company sold Tonka, its wood-rail walk-in
refrigerator/freezers manufacturer in Greeneville, TN.
Since 1995, the Company has had an arrangement with a joint-
venture partner, Hangzhou Household Electric Appliance Industrial
Corporation, to produce ice machines in China. The joint-venture
factory produces the Company's new model QM-20 ice machine. The QM-20
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 in
Europe.
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, 1997 and 1996 were not
significant.
Cranes and Related Products
- ---------------------------
The Company designs and manufactures a diversified line of
crawler, truck, fixed-base mounted, and hydraulically-powered cranes,
which are sold under the "Manitowoc", "Manitex", 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 1997, Manitowoc Cranes introduced the Model-777 lattice-boom
crawler crane that offers a lifting capacity between approximately 175
and 200 U.S. tons. One of the 777's more unique features is its boom
hoist, which consists of two double-acting hydraulic cylinders that
connect its moving mast to the rotating bed. Using hydraulic
cylinders to control the boom angle increases boom-raising speed,
reduces maintenance, and simplifies machinery layout, compared with
the commonly used drum-type boom hoist.
During 1996, Manitowoc Cranes 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.
Manitowoc introduced two innovative attachments for the highly
successful Model 888 during 1996. The 888 RINGER is a 45-foot
diameter attachment that boosts the 888's nominal capacity to 660 U.S.
tons. For long-reach applications, the 888 can also be rigged with a
luffing-jib attachment that delivers a 105,500-pound maximum capacity
and allows the 888 to operate with a maximum combination of 370 feet
of boom and luffing jib.
In fiscal 1994, the Company launched a completely new business
unit - West-Manitowoc. Its primary 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 100-ton lifting capacity Model-222 crane, formerly known as
the West-100, has successfully captured a large portion of the rental
market for self-erecting cranes. During 1997, West-Manitowoc
introduced the 222EX, a self-erecting crawler crane that will serve
the specialized needs of bridge and foundation contractors. West will
further broaden its product line in 1998 by introducing the Model-111,
a 65-ton crawler crane designed to serve the varied demands of the
general construction market.
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, located in Bauxite,
Arkansas, 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; and
Northampton, England. In July, 1996, the Company sold its sales
subsidiary in Benicia, California. During calendar 1995, the Company
sold its 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 15 to Consolidated Financial Statements on page 36 of
the 1997 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 year. The backlog of unfilled orders for cranes and
related products at December 31, 1997 approximates $149.1 million, as
compared with $136.0 million a year earlier. The increase is
primarily due to the continued positive customer acceptance of the
Company's Model-888 and Model-777 cranes.
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 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. (BSC), 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.
During 1997, BSC took on the project of converting a bulk
carrier, the J. L. Mauthe, into a tug/barge configuration. This
conversion was completed in January 1998. In 1996, BSC completed
construction of a self-unloading cement barge for a Great Lakes
customer. BSC intends to pursue these types of projects with other
Great Lakes customers.
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 year. At December 31, 1997 the backlog
approximates $7.9 million, compared to $5.9 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
- -----------------------------
The Company owns a number of United States and foreign patents
pertaining to its 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
- --------------
Typically, the second 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 and the work is typically completed during
the first and second 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. The Company is the leading, low-cost,
producer of ice machines in North America.
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 one of the leading producers of small undercounter refrigeration
units and large refrigerated warehouses as well as a supplier of walk-
in refrigerator/freezers to many of the leading restaurant and grocery
chains in the United States.
Competitors within the beverage dispenser/dispensing valves
market include IMI Cornelius, Anoka, Minnesota; Lancer, San Antonio,
Texas; and Booth/Crystal Tips, Dallas, Texas. The Company is one of
the leading suppliers of fountain equipment and dispensing valves used
by soft-drink bottlers.
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 second 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 3,000 persons, of whom about
590 are salaried. The number of employees is consistent with the
prior year.
The Company has labor agreements with 20 union locals. There
have been no work stoppages during the three years ended December 31,
1997.
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; Parsons, Tennessee;
Sellersburg, Indiana; Mason City, Iowa; and Scotts Hill, Tennessee.
Manitowoc Ice, Inc.'s production of ice machines and reach-in
coolers 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. In 1996, the Company closed the Mason City
facility and consolidated the manufacturing with the previously leased
facility in Greeneville, Tennessee. The Mason City plant is currently
held for sale.
SerVend International, Inc. has approximately 140,000 square feet
of manufacturing and office space located in Sellersburg, Indiana.
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.
The Punxsutawney operations consist of three manufacturing and
office facilities operated as Femco Machine Co. 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
- ---------
The Company leases three manufacturing facilities for the
Foodservice division including approximately 90,000 square feet in
Selmer, Tennessee; 150,000 square feet in Sparks, Nevada; and 5,000
square feet in Portland, Oregon. The Company also leases office space
in Franklin, Tennessee. In addition, the Company leases sales offices
and warehouse facilities for cranes and related products in Mokena,
Illinois. 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 12 to Consolidated Financial Statements on Page
35 of the 1997 Annual Report.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------
No matters were submitted to security holders for a vote during
the fourth quarter of the Company's fiscal year ended December 31,
1997.
Executive Officers of the Registrant
- -------------------------------------
Each of the following officers of the Company has been elected to a
one-year term by the Board of Directors. The information presented is
as of January 31, 1998.
Principal
Position With Position
Name Age The Registrant Held Since
--------- ----- -------------- -----------
Fred M. Butler 62 President & CEO 1990
Robert R. Friedl 43 Senior Vice President
& CFO 1996
Thomas G. Musial 46 Vice President-
Human Resources 1995
Philip L. FitzGerald 51 Vice President-
International
Business Development 1997
Philip D. Keener 46 Treasurer 1990
E. Dean Flynn 56 Secretary 1993
Fred M. Butler, 62, president and chief executive officer of The
Manitowoc Company, Inc. since 1990. Previously senior vice-president
and chief operating officer (1989); and manager of administration
(1988). Prior to joining Manitowoc, Mr. Butler served Guy F. Atkinson
Co., and its subsidiaries, for 29 years in numerous managerial and
executive positions.
Robert R. Friedl, 43, senior vice president and chief financial
officer since 1996. Previously, vice president and chief financial
officer (1992), vice president of finance (1990), and assistant
treasurer (1988). Prior to joining Manitowoc, Mr. Friedl served as
chief financial officer with Coradian Corp.; was co-founder, vice
president of finance, and treasurer of Telecom North, Inc.
Thomas G. Musial, 46, vice president human resources since 1995.
Previously, manager of human resources (1987) and personnel/industrial
relations specialist (1976).
Phil FitzGerald, 51, vice president international business development
since 1997. Previously, general manager of The Shannon Group (1996).
Prior to joining Manitowoc, Mr. FitzGerald served as president of
Bridgestone/Firestone Manufacturing Co.; vice president of
manufacturing of Bridgestone U.S.A.; and international operations
manager for Fort Howard Corporation.
Philip D. Keener, 46, treasurer since 1990. Prior to joining
Manitowoc, Mr. Keener served as assistant treasurer of Farley
Industries, Inc., and in various financial capacities at Northwest
Industries, Inc.
E. Dean Flynn, 56, secretary since 1993. Previously, manager of
corporate insurance (1990); assistant corporate secretary (1987); and
legal assistant (1985). Formerly 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 "Eleven-Year Financial Summary and Business Segment Information,"
"Quarterly Common Stock Price Range," "Supplemental Quarterly Financial
Information (Unaudited)," and "Investor Information," on pages 24-25,
38, and back cover, respectively, of the 1997 Annual Report.
Item 6. SELECTED FINANCIAL DATA
------------------------
The information required by this item is incorporated by reference
from "Eleven-Year Financial Summary and Business Segment Information"
on pages 24-25 of the 1997 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 20-23 of the 1997 Annual Report.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------
The financial statements required by this item are incorporated by
reference from pages 26-29 of the 1997 Annual Report. Supplementary
financial information is incorporated by reference from "Supplemental
Quarterly Financial Information (Unaudited)" on page 38 of the 1997
Annual Report.
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 "Section 16(a) Beneficial Ownership Reporting Compliance" on page
4 of the 1998 Proxy Statement and from "Election of Directors" on
pages 4-5 of the 1998 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 "F. M. Butler Supplemental
Retirement Agreement" on pages 6 and 14 of the 1998 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 1998 Proxy
Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-----------------------------------------------
None.
PART IV
------------
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
----------------------------------------------------
(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 years ended
December 31, 1997, 1996, and 1995 Financial Statements.
Consolidated Statements of Earnings for the years ended
December 31, 1997, 1996, and 1995.
Consolidated Balance Sheets as of December 31, 1997 and 1996.
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996, and 1995.
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1997, 1996, and 1995.
Summary of Significant Accounting Policies.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules:
Financial Statement Schedules for the years ended December 31,
1997, 1996, and 1995.
Schedule Description Filed Herewith
----------- ------------ --------------
II Valuation and Qualifying Accounts X
Report of Independent Public
Accountants on years ended
December 31, 1997, December
31, 1996, and December 31, 1995
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 1997, a report on Form 8-K
dated as of October 31, 1997 was filed indicating that the Company
completed the purchase of the assets of SerVend International, Inc.
After the fourth quarter end, Amendment No. 1 to the Form 8-K
dated as of October 31, 1997 was filed to provide the following
historical financial statements of SerVend International, Inc. as well
as the following pro forma statements of the Company reflecting the
acquisition of SerVend International, Inc. pursuant to paragraph
(a)(4) of Item 7 of Form 8-K:
1. Audited consolidated financial statements of SerVend
International, Inc. and Affiliate:
Report of Independent Accountants
Consolidated Balance Sheet as of October 31, 1997
Consolidated Statements of Income and Retained Earnings
for the Period January 1, 1997 through October 31, 1997
Consolidated Statement of Cash Flows for the Period
January 1, 1997 through October 31, 1997
Notes to Consolidated Financial Statements
2. Unaudited pro forma consolidated condensed financial
statements of The Manitowoc Company, Inc.:
Introduction
Pro Forma Consolidated Condensed Statement of Operations
for the Year Ended December 31, 1996
Pro Forma Consolidated Condensed Balance Sheet as of
September 30, 1997
Pro Forma Consolidated Condensed Statement of Operations
for the Nine Months Ended September 30, 1997
(c) Exhibits:
See Index to Exhibits immediately following the signature page of
this report, which is incorporated herein by reference.
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Stockholders
The Manitowoc Company, Inc.
Our report on the consolidated financial statements of The Manitowoc
Company, Inc. and Subsidiaries has been incorporated by reference in
this Form 10-K from page 37 of the 1997 Annual Report of The Manitowoc
Company, Inc and Subsidiaries. In connection with our audits of such
financial statements, we have also audited the related consolidated
financial statement schedule listed in Item 14(a)(2) 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.
January 26, 1998 --------------------------
COOPERS & LYBRAND L.L.P.
THE MANITOWOC COMPANY, INC.
AND SUBSIDIARIES
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1996, AND 1997
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS (1) YEAR
------------ --------- -------- ------------ -----------
YEAR ENDED DECEMBER 31, 1995:
Allowance for doubtful accounts $1,196,317 $ 283,843 $ (114,804) $1,365,356
YEAR ENDED DECEMBER 31, 1996:
Allowance for doubtful accounts $1,365,356 $ 322,837 $ (711,986) $ 976,207
YEAR ENDED DECEMBER 31, 1997:
Allowance for doubtful accounts $ 976,207 $1,479,633 $ (573,985) $1,881,855
(1) Deductions represent bad debts written-off, net of recoveries.
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: February 20, 1998
THE MANITOWOC COMPANY, INC.
By: /s/ Fred M. Butler
---------------------------------
Fred M. Butler
President & Chief Executive Officer
By: /s/ Robert R. Friedl
---------------------------------
Robert R. Friedl
Senior Vice President and
Chief Financial 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 February 20, 1998
- -----------------------------------------
Fred M. Butler, President & CEO, Director
/s/ Robert R. Friedl February 20, 1998
- -----------------------------------------
Robert R. Friedl, Senior Vice President & CFO
/s/ Gilbert F. Rankin, Jr. February 20, 1998
- -----------------------------------------
Gilbert F. Rankin, Jr., Director
/s/ George T. McCoy February 20, 1998
- -----------------------------------------
George T. McCoy, Director
/s/ Guido R. Rahr, Jr. February 20, 1998
- -----------------------------------------
Guido R. Rahr, Jr., Director
February 20, 1998
- -----------------------------------------
James P. McCann, Director
February 20, 1998
- -----------------------------------------
Dean H. Anderson, Director
February 20, 1998
- -----------------------------------------
Robert S. Throop, Director
THE MANITOWOC COMPANY, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1997
INDEX TO EXHIBITS
Filed
Exhibit 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).
2.2 * Purchase and Sale Agreement dated as of October 1, 1997, for
the acquisition of SerVend International, Inc. by The Manitowoc
Company, Inc. (filed as Exhibit 2.1 to the Company's Report on
Form 8-K, dated as of October 31, 1997 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 Rights Agreement dated August 5, 1996 between the Registrant and
First Chicago Trust Company of New York (filed as Exhibit 4 to
the Company's current Report on Form 8-K filed on August 5, 1996
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).
4.5 Credit Agreement dated as of October 31, 1997, 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 October 31, 1997
and incorporated herein by reference).
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 February 18, 1997.
10.2 ** The Manitowoc Company, Inc. Management Incentive Compensation
Plan (Economic Value Added (EVA) Bonus Plan) effective July 4,
1993, and as amended February 18, 1997.
10.3 ** Form of Contingent Employment Agreement between the Company and
Messrs. Butler, Flynn, Friedl, Keener, Musial, Bust, Growcock,
Shaw, and FitzGerald, 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(a) ** 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).
10.6(b) ** Restatement to clarify Mr. Silva's Supplemental Retirement
Agreement dated March 31, 1997.
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).
11 Statement regarding computation of basic and diluted earnings
per share (see Note 7 to the 1997 Consolidated Financial
Statements included herein). X
13 Portions of the 1997 Annual Report to Shareholders of The
Manitowoc Company, Inc. incorporated by reference into this
Report on Form 10-K. X
21 Subsidiaries of The Manitowoc Company, Inc. X
23.1 Consent of Coopers & Lybrand L.L.P., the Company's
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.