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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13
of The Securities Exchange Act of 1934
(Fee Required)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
BUTLER MANUFACTURING COMPANY
BMA TOWER, PENN VALLEY PARK
(P.O. BOX 419917)
KANSAS CITY, MISSOURI 64141-0917
TELEPHONE: (816) 968-3000
Incorporated in the State of Delaware
COMMISSION FILE NO. 0-603
IRS NO. 44-0188420
The Company has no securities registered pursuant to Section 12(b) of the
Act. The only class of stock outstanding consists of Common Stock having no
par value, 4,772,316 shares of which were outstanding at December 31, 1993.
The Common Stock is registered pursuant to Section 12(g) of the Act.
The aggregate market value of the Common Stock of the Company held by
non-affiliates, based upon the last sales price of such stock on February 17,
1994 was $114,716,754.
The Registrant 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,
and has been subject to such filing requirements for the past 90 days.
As indicated by the following check mark, disclosure of delinquent filers
pursuant to Rule 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: /x/
The following documents are incorporated herein by reference:
(1)Butler Manufacturing Company 1993 Annual Report, pages 12 through 28 (the
"Annual Report" incorporated into Part II).
(2)Butler Manufacturing Company Notice of Annual Meeting and Proxy Statement,
dated March 9, 1994 (the "Proxy Statement" incorporated into Parts I and III).
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BUTLER MANUFACTURING COMPANY
FORM 10-K
_______________
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
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CONTENTS
PART I Page
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Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . 7
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . 8
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . 8
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . 8
PART III
Item 10. Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . 8
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 13. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . 9
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . 14
FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
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PART I
Item 1. Business
(a) General Development of Business
The Company was founded as a partnership in 1901. It was incorporated in
Missouri in 1902 and reincorporated in Delaware in 1969. Its corporate
headquarters are located in Kansas City, Missouri, and principal plants and
offices are operated throughout the continental United States. Principal
international operations are conducted through Butler Building Systems, Ltd., a
wholly owned United Kingdom subsidiary acquired in 1991, and a Saudi Arabian
joint venture.
The Company and its subsidiaries are primarily engaged in the design,
manufacture and sale of systems and components for nonresidential structures.
Products and services fall into three principal business segments: (1)
Building Systems, consisting primarily of custom designed and pre-engineered
steel and wood frame building systems for commercial, community, industrial and
agricultural uses; (2) Construction and construction management services for
purchasers of large, complex or multiple site building projects; and (3) Other
Building Products for low, medium and high-rise nonresidential buildings,
consisting primarily of curtain wall and storefront systems, skylights and roof
vents. This group also includes the manufacture and sale of grain storage bins
and the distribution of grain handling and conditioning equipment.
The Company's products are sold primarily through numerous independent
dealers. Other Company products are sold through a variety of distribution
arrangements.
(b) Financial Information about Industry Segments
The information required by Item 1(b) is hereby incorporated by reference
to page 21 and 22 of the Company's Annual Report furnished to the Commission
pursuant to Rule 14a-3(b) and attached as Exhibit 13.0 to this report (see also
items 6, 7, and 8 of this report).
(c) Narrative Description of Business
Building Systems
The Company's largest segment, Building Systems, includes the U.S. steel
and wood frame pre-engineered building systems; a 100% wholly owned United
Kingdom subsidiary (Butler Building Systems, Ltd.); and a 30% owned Saudi
Arabian joint venture (Saudi Building Systems, Ltd.), all of which manufacture
and market pre-engineered steel frame building systems; Butler Real Estate,
Inc. a real estate developer; and a 45% owned Japanese joint venture marketing
pre-engineered building systems to Japanese firms to meet their U.S. and
international building requirements.
The Company's building systems consist primarily of custom designed and
pre-engineered one to five-story steel and one to two-story wood framed
buildings for commercial, community, industrial and agricultural uses such as
office buildings, manufacturing facilities, warehouses, schools, shopping
centers and farm buildings. Principal product components of the systems are
structural members and a variety of pre-engineered wall and roof components.
These are fabricated according to
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standard or customer specifications and shipped to building sites for assembly
by independent dealers.
Building components are manufactured in plants located at Galesburg and
Charleston, Illinois; Laurinburg, North Carolina; Birmingham, Alabama;
Visalia, California; Annville, Pennsylvania; San Marcos, Texas; Lester Prairie,
Minnesota; and Clear Brook, Virginia.
Butler Building Systems, Ltd. manufactures and markets the Company's
pre-engineered steel frame buildings primarily for the United Kingdom and
European markets from its facility in Kirkcaldy, Scotland. Saudi Building
Systems, Ltd. manufactures and markets pre-engineered steel frame buildings for
Middle Eastern markets at manufacturing facilities located in Jeddah, Saudi
Arabia. The Company serves the Canadian market through a branch office in
Burlington, Ontario.
Building Systems' products are distributed throughout the world by
independent Butler dealers. The dealers provide construction services and in
many cases complete design and engineering capabilities.
Nonresidential pre-engineered buildings compete with ordinary forms of
building construction in the low-rise commercial, community, industrial and
agricultural markets. Competition is primarily based upon cost, time of
construction, appearance, thermal efficiency and other specific customer
requirements.
The Company also competes with numerous pre-engineered steel frame
building manufacturers doing business within the United States, Canada, and the
United Kingdom. Approximately four of these manufacturers account for the
majority of industry sales. The Company believes that its 1993 sales of steel
frame pre-engineered buildings within the United States exceeded those of any
other nonresidential steel frame pre-engineered buildings manufacturer, with
its next largest competitors being Varco-Pruden Buildings, a division of United
Dominion Industries Ltd., Ceco and Star Buildings Systems combined, a division
of Robertson - Ceco Corporation, and American Buildings Company. Competition
among manufacturers of pre-engineered buildings is based primarily upon price,
service, product design and performance, and marketing capabilities.
The Company's Lester wood frame buildings business ranks second in sales
to the industry leader, Morton Buildings, Inc., a major manufacturer which
sells direct to the end user.
Butler Real Estate, Inc., a wholly-owned subsidiary of the Company,
provides real estate development services in cooperation with Butler dealers.
On the basis of commitments to lease obtained from credit worthy customers,
Butler Real Estate, Inc. acquires building sites, arranges with Butler dealers
for construction of project improvements, and then sells the completed projects
to investors.
BMC Real Estate, Inc., a wholly-owned subsidiary of the Company,
participates solely in four land development ventures. Three of the ventures
are partnerships with ownership interests ranging from 35% to 50%. The fourth
venture is wholly-owned.
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Construction Services
The Company's Construction Services segment consists of a wholly-owned
construction subsidiary, BUCON, Inc. which provides comprehensive design,
planning, execution and construction management services to major purchasers of
construction. Revenues of the segment are derived primarily from general
contracting. In addition, the Construction Services segment performs "furnish
and erect" and "materials only" subcontracts using products from several
Company divisions, predominantly the Company's Buildings Division. Competition
is primarily based upon price, time necessary to complete a project, design,
and product performance. Construction Services competes with national,
regional, and local general contracting firms, and whenever possible, performs
projects in conjunction with independent Butler dealers.
Other Building Products
This segment includes the operations of the Vistawall, Walker and Grain
Systems Divisions. The Walker business was sold December 6, 1993. The
Vistawall business designs, manufactures and markets architecturally oriented
component systems for the nonresidential construction market. The Grain
Systems' business manufactures and markets grain storage bins and also
distributes grain conditioning and handling equipment.
The Vistawall Division designs, manufactures and sells aluminum curtain
wall systems for mid and high-rise office markets, and entry doors and other
standard storefront products for low-rise retail and commercial markets. The
products are distributed on a material supply basis to either curtain wall
erection subcontractors or general contractors, and through distribution
warehouses to glazing contractors for the storefront and entry door products.
Manufacturing and distribution facilities are located in Lincoln, Rhode Island;
Atlanta, Georgia; Modesto and Hayward, California; Cincinnati, Ohio; Terrell,
Houston and Dallas, Texas; Orlando and Tampa, Florida; Washington, D.C.;
Chicago, Illinois; and St. Louis, Missouri. The Division operates in highly
competitive markets with other national manufacturers which operate multiple
plants and distribution facilities, and with regional manufacturers.
Competition is primarily based on cost, delivery capabilities, appearance and
other specific customer requirements.
The Vistawall Division at its Terrell, Texas location also designs,
manufactures and installs Naturalite skylights of all types, from the more
standard designs used in commercial and industrial buildings, to highly complex
engineered solutions for monumental building projects. In addition, the
Division designs and manufactures roof accessories, such as smoke and heat
vents, for conventional and pre-engineered buildings. The Division markets its
Naturalite products through its existing independent representative
organization. There are numerous competitors in this industry with competition
primarily based on price, engineering and installation capabilities, delivery,
and other specific customer requirements.
The Walker Division, which was sold to The Wiremold Company in December,
1993, manufactured a full array of power, lighting, electronics and
communication distribution systems for office, retail, and institutional
buildings. Principal products consisted of underfloor duct and cellular floor
systems.
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The Grain Systems Division manufactures and markets grain storage bins from its
Kansas City, Missouri plant. It also distributes grain conditioning and
handling equipment. The Division's products are sold primarily to farmers and
commercial grain elevators through a nationwide network of independent dealers.
Products are also manufactured for export. Grain systems are sold in highly
competitive markets in direct competition with national companies and smaller
regional manufacturers. Competition is principally based on price, delivery
schedules, and product performance.
Manufacturing and Materials
The Company's manufacturing operations include most conventional metal
fabricating operations, such as punching, shearing, welding, extruding and
forming of sheet and structural steel and aluminum. The Company also operates
painting and anodizing lines for structural steel and aluminum components,
respectively. Wood frame manufacturing operations include sawing and truss
fabrication. The principal materials used in the manufacture of the Company's
products include steel, aluminum, wood, and purchased parts. All materials are
presently available to the Company in sufficient quantities to meet current
needs.
Seasonal Business
Historically, the Company's sales and net earnings have been affected by
cycles in the general economy which influence nonresidential construction
markets (see in particular Item 7 of this report). In addition, the Company's
sales usually reach a peak during the summer when construction activity is
highest. Sales for the first, second, third and fourth quarters of 1993 were
$111 million, $145 million, $164 million and $156 million, respectively.
Backlog
The Company's backlog of orders believed to be firm was $140 million at
December 31, 1993 and $117 million at December 31, 1992 (excluding the Walker
Division backlog). The Construction Services segment, where margins are
significantly lower than those associated with product sales, accounted for $26
million of the year-end 1993 backlog and $20 million of the year-end 1992
backlog.
Employees
At December 31, 1993 the Company employed 3,064 persons, 2,248 of whom
were non-union employees, and 816 were hourly paid employees who were members
of five unions. At December 31, 1992 the Company employed 3,169 persons.
A labor agreement with the union at the Buildings Division Birmingham, Alabama
plant will expire in 1994.
Item 2. Properties
The principal plants and physical properties of the Company consist of
the manufacturing facilities described under item 1, and the Company's
executive offices in Kansas City. The 142,000 square foot Vistawall facility
located in Lincoln, Rhode Island which has light manufacturing and fabrication
operations is classified under "Assets held for sale". The 144,000 square foot
Garland, Texas facility previously used for the operations of Naturalite is
owned subject to a $2.7 million deed of trust. This facility is currently
under a lease
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agreement with an option to purchase on January 1, 1995 and is recorded in
"Investments and other assets". Both properties are described in the
"Restructuring and Dissolution of Businesses" footnote on page 21 in the
Company's Annual Report. Through a subsidiary, the Company also owns a land
development venture with property located on a 108 acre site in San Marcos,
Texas. The property is recorded in "Assets held for sale" and described in the
"Real Estate Subsidiaries" footnote on page 21 in the Company's Annual Report.
All other plants and offices described under item 1 are utilized by the Company
and are generally suitable and adequate for the business activity conducted
therein, and have production capacities sufficient to meet current and
foreseeable needs.
Except for leased facilities listed below, all of the Company's principal
plants and offices are owned subject to the security interest of a Bank Loan
described on page 26 in the Company's Annual Report:
(1) Leased space used for the Company's executive offices in Kansas City,
Missouri (104,524 sq. ft. lease expiring in the year 2001 with an option
to renew).
(2) Leased space used for the Vistawall Division plant in Terrell, Texas
(145,000 sq. ft. and 121,000 sq. ft. with leases expiring in 2006 and
1995, respectively, both containing options to renew), and fabrication and
distribution facilities in Dallas and Houston, Texas; St. Louis,
Missouri; Chicago, Illinois; Washington, D.C.; Cincinnati, Ohio;
Atlanta, Georgia; Orlando and Tampa, Florida; and Modesto and Hayward,
California (231,000 sq. ft. leased with various expiration dates).
Item 3. Legal Proceedings.
There are no material legal or environmental proceedings pending as of
March 9, 1994. Proceedings which are pending consist of matters normally
incident to the business conducted by the Company and taken together do not
appear to be material.
Item 4. Submissions of Matters to a Vote of Security Holders.
No matters have been submitted to a vote of stockholders since the last
annual meeting of shareholders on April 20, 1993.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
Incorporated by reference to the information under "Quarterly Financial
Information (Unaudited)", "Price Range of Common Stock (Unaudited)" and
"Historical Review 1993-1989" on pages 27 and 28 of the Annual Report.
Item 6. Selected Financial Data.
Incorporated by reference to the information under "Historical Review
1993-1989" on page 28 of the Annual Report.
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Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Incorporated by reference to the information under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 12 through 14 of the Annual Report.
Item 8. Financial Statements and Supplementary Data.
Incorporated by reference to the consolidated financial statements and
related notes on pages 15 through 27 of the Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Information as to Directors is incorporated herein by reference to pages
3 through 5 of the Proxy Statement. The Executive Officers, their ages, their
positions and offices with the Company and their principal occupations during
the past five years are shown below:
Corporate Executive Officers
Robert H. West - age 55, Chairman of the Board and Chief Executive Officer;
Chairman of the Executive Committee and member of the Board Organization
Committee. He joined the Company in 1968, became President in 1978 and
Chairman of the Board in 1986. Mr. West is a director of Commerce Bancshares,
Inc., Santa Fe Pacific Corp., Kansas City Power & Light Company, and St. Luke's
Hospital. He is a trustee of the University of Missouri at Kansas City.
Donald H. Pratt - age 56, President; member of the Executive Committee. He
joined Butler in 1965, became Executive Vice President in 1980, and President
of the Company in 1986. Mr. Pratt is also a director of Union Bancshares,
Inc., Wichita, Kansas, and is a trustee of the Kansas City Art Institute and
Midwest Research Institute.
Richard O. Ballentine - age 57, Vice President, General Counsel, and Secretary
since 1978. He joined Butler in 1975 as Vice President - Legal.
Dennis S. Brown - age 48, Vice President - Corporate Development since 1993. He
joined Butler in 1975 and became President, Walker Division in 1988.
John T. Cole - age 43, Controller since 1990. He joined Butler in 1977 and
previously was Corporate Audit Manager.
John J. Holland - age 43, Vice President - Finance since 1990. He joined
Butler in 1980 and became Vice President - Controller in 1986.
John W. Huey - age 46, Vice President - Administration since 1993 and
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Assistant Secretary since 1987. He joined Butler in 1978 and was previously
Assistant General Counsel.
Larry C. Miller - age 37, Treasurer since 1989. He joined Butler in 1980 and
became Assistant Treasurer in 1985.
Division Executive Officers
Moufid (Mike) Alossi - age 51, President, Butler World Trade since 1993. He
joined Butler in 1968 and previously was Vice President-International Sales and
Marketing.
William D. Chapman - age 51, President, International Operations since 1992.
He joined Butler in 1979 and was previously Vice President, International
Operations.
Thomas J. Hall - age 48, President, Butler Real Estate, Inc. since 1991. He
joined Butler in 1969, and was named Vice President and General Manager of
Butler Real Estate, Inc. in 1987.
Larry D. Hayes - age 55, President, Lester Building Systems Division since
1991. He joined Butler in 1975 and previously was President, Rural Systems
Division.
Richard S. Jarman - age 47, President, Buildings Division since 1986. He
joined Butler in 1974.
William L. Johnsmeyer - age 46, President Butler Construction (Bucon, Inc.)
since 1990. He joined Butler in 1982 became President, Walker Division in
1984.
Robert J. Kronschnabel - age 58, Vice President and General Manager, Grain
Systems Division since 1991. He joined Butler in 1979 and was previously
President, Naturalite/EPI.
Nelson R. Markel - age 47, Managing Director, Butler Building Systems. Ltd.
since 1991 and was previously Marketing Manager, Buildings Division.
Ronald F. Rutledge - age 52, President Vistawall Division since 1984 when he
joined Butler.
Item 11. Executive Compensation.
Incorporated by reference to the information under "Report on Executive
Compensation", "Summary Compensation Table" and "Aggregated Option/SAR
Exercises and Fiscal Year-End Option/SAR Value Table" on pages 7 through 10 of
the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Incorporated by reference to the information under "Beneficial Ownership
Table" on pages 13 and 14 of the Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
Incorporated by reference to the information under "Election of Class B
Directors" on pages 2 through 9 and "Report on Executive Compensation" in the
Proxy Statement.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K.
The following documents are filed as part of this report:
(a) Financial Statements:
Consolidated Balance Sheets as of December 31, 1993 and 1992.
Consolidated Statements of Operations and Retained Earnings - Years Ended
December 31, 1993, 1992 and 1991.
Consolidated Statements of Cash Flow - Years Ended December 31, 1993, 1992 and
1991.
Notes to Consolidated Financial Statements.
The foregoing have been incorporated by reference to the Annual Report as
indicated under Item 8.
(b) Financial Statement Schedules:
Auditors' Report on Financial Statement Schedules
I - Marketable Securities - Other Investments
V - Property, Plant and Equipment
VI - Accumulated Depreciation, Depletion and Amortization of
Property,Plant and Equipment
VIII - Valuation and Qualifying Accounts
IX - Short-Term Borrowings
X - Supplementary Income Statement Information
All other schedules are omitted because they are not applicable or the
information is contained in the consolidated financial statements or notes
thereto.
(c) Exhibits:
3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.5 to
Company's Form 10-K for year ended, December 31, 1986).
3.2 Bylaws of Butler Manufacturing Company (incorporated by reference to
Exhibit 3.7 to Company's Form 10-K for year ended December 31, 1987).
4.1 Credit Agreement between the Company and Banks dated as of August 24,
1989 (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K
dated August 28, 1989).
4.2 Amendment No. 1, dated December 29, 1989 to the Credit
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Agreement (incorporated by reference to Exhibit 4.2 of the Company's Form
10-K for the year ended December 31, 1989).
4.3 Amendment No. 2, dated June 30, 1990 to the Bank Credit Agreement dated
August 28, 1989 (incorporated by reference to Exhibit 4.1 to the
Company's Form 10-K for the year ended December 31, 1990).
4.4 Amendment No. 3, dated November 28, 1990 to the Bank Credit Agreement
dated August 28, 1989 (incorporated by reference to Exhibit 4.2 to the
Company's Form 10-K for the year ended December 31, 1990).
4.5 Amendment No. 4, dated April 10, 1991 to the Bank Credit Agreement dated
August 28, 1989 (incorporated by reference to Exhibit 4.1 to the
Company's Form 10-K for the year ended December 31, 1990).
4.6 Amendment No. 5, dated July 30, 1991 to the Bank Credit Agreement dated
August 29, 1989 (incorporated by reference to Exhibit 4 to the Company's
Form 10-Q for the quarter ended September 30, 1991).
4.7 Amendment No. 6, dated March 9, 1992 to the Bank Credit Agreement dated
August 29, 1989 (incorporated by reference to the Company's 10-K for the
year ended December 31, 1991).
4.8 Amendment No. 7, dated May 6, 1992 to the Bank Credit Agreement dated
August 29, 1989 (incorporated by reference to Exhibit 4 to the Company's
Form 10-Q for the quarter ended June 30, 1992).
4.9 Amendment No. 8, dated April 26, 1993 to the Bank Credit Agreement dated
August 28, 1989.
4.10 Amendment No. 9, dated October 15, 1993 to the Bank Credit Agreement dated
August 28, 1989.
10.1 Butler Manufacturing Company Executive Deferred Compensation Plan as
amended (incorporated by reference to Exhibit 10.2 to the Company's
Form 10-K for the year ended December 31, 1989).
10.2 Butler Manufacturing Company Stock Incentive Plan for 1987, as amended
(incorporated by reference to Exhibit 10.1 to the Company's Form 10-K
for the year ended December 31, 1990).
10.3 Butler Manufacturing Company Stock Incentive Plan of 1979, as amended
(incorporated by reference to Exhibit 10.2 to the Company's Form 10-K
for the year ended December 31, 1990).
10.4 Form of Change of Control Employment Agreements, as amended, between the
Company and each of six executive officers (incorporated by reference
to Exhibit 10.3 to the Company's Form 10-K for the year ended December
31, 1990).
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13.0 Butler Manufacturing Company 1993 Annual Report (only the information
expressly incorporated herein by reference).
21.0 Set forth below is a list as of March 9, 1994 of subsidiaries of the
Company and their respective jurisdictions of incorporation.
Subsidiaries not listed, when considered in the aggregate as a single
subsidiary, do not constitute a significant subsidiary.
Jurisdiction of
Subsidiary Incorporation
- ---------- -------------
Butler Export, Inc. Barbados
Butler Building Systems, Ltd. Scotland
BMC Real Estate, Inc. Delaware
BUCON, Inc. Delaware
Butler Real Estate, Inc. Delaware
Butler Holdings, Inc. Delaware
Lester's of Minnesota, Inc. Minnesota
24.0 Power of Attorney to sign this Report by each director.
A report on Form 8-K dated December 6, 1993 was filed by the Company
during the quarter ended December 31, 1993.
The calculation of the aggregate market value of the Common Stock of the
Company held by non-affiliates as reflected on the front of the cover page is
based on the assumption that non-affiliates do not include directors. Such
assumption does not reflect a belief by the Company or any director that any
director is an affiliate of the Company.
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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 on this 8th day of
March, 1994.
BUTLER MANUFACTURING COMPANY
BY /S/Robert H. West
-------------------
Robert H. West
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated on the dates indicated.
/S/ Robert H. West Chairman of the Board March 8, 1994
- --------------------- (Principal Executive Officer)
Robert H. West
/S/ John J. Holland Vice President-Finance March 8, 1994
- --------------------- (Principal Financial Officer)
John J. Holland
/S/ John T. Cole Controller March 8, 1994
- --------------------- (Principal Accounting Officer)
John T. Cole
/S/ Harold G. Bernthal
By Richard O. Ballentine,
Attorney-in-fact Director March 17, 1994
- -----------------------
Harold G. Bernthal
/S/ Robert E. Cook
By Richard O. Ballentine,
Attorney-in-fact Director March 17, 1994
- ------------------------
Robert E. Cook
/S/ Robert L. Geddes Director March 10, 1994
- ------------------------
Robert L. Geddes
/S/ Alan M. Hallene Director March 9, 1994
- ------------------------
Alan M. Hallene
/S/ C.L. William Haw Director March 9, 1994
- -------------------------
C.L. William Haw
/S/ George E. Powell, Jr. Director March 12, 1994
- -------------------------
George E. Powell, Jr.
/S/ Donald H. Pratt Director March 10, 1994
- --------------------------
Donald H. Pratt
/S/ Judith A. Rogala
By Richard O. Ballentine,
Attorney-in-fact Director March 17, 1994
- --------------------------
Judith A. Rogala
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Butler Manufacturing Company
We consent to the incorporation by reference in Registration Statements
Nos. 33-14464, 2-63830, 2-55753 and 2-36370 on Form S-8 and the related
Prospectus dated June 11, 1987, with Appendix dated March 7, 1994, of Butler
Manufacturing Company of our reports dated February 4, 1994 which contained an
explanatory paragraph regarding the adoption of Statements of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" and No. 109, "Accounting for Income Taxes",
relating to the consolidated balance sheets of Butler Manufacturing Company and
subsidiaries as of December 31, 1993, and 1992, and the related consolidated
statements of operations and retained earnings and cash flows and related
schedules for each of the years in the three-year period ended December 31,
1993, which reports appear in or are incorporated by reference in the Annual
Report on Form 10-K of Butler Manufacturing Company for the fiscal year ended
December 31, 1993. We also consent to the reference to our firm under the
heading "Experts" in the Prospectus to the Registration Statements.
/S/ KPMG PEAT MARWICK
---------------------
KPMG PEAT MARWICK
Kansas City, Missouri
March 25, 1994
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BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
KANSAS CITY, MISSOURI
Consolidated Financial Statement Schedules
(Form 10-K)
December 31, 1993, 1992 and 1991
(With Auditors' Report Thereon)
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INDEPENDENT AUDITORS' REPORT
The Board of Directors
Butler Manufacturing Company:
Under date of February 4, 1994, we reported on the consolidated balance sheets
of Butler Manufacturing Company and subsidiaries as of December 31, 1993 and
1992, and the related consolidated statements of operations and retained
earnings and cash flows for each of the years in the three-year period ended
December 31, 1993, as contained in the 1993 Annual Report. That report
included an explanatory paragraph regarding the adoption of Statements of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" and No. 109, "Accounting for
Income Taxes". These consolidated financial statements and our report thereon
are incorporated by reference in the Annual Report on Form 10-K for the year
1993. In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related consolidated financial
statement schedules as listed in item 14. These consolidated financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statement schedules based on our audits.
In our opinion, such schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material aspects, the information set forth therein.
/S/ KPMG PEAT MARWICK
----------------------
KPMG PEAT MARWICK
Kansas City, Missouri
February 4, 1994.
S-1
18
SCHEDULE I
BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
Marketable Securities - Other Investments
December 31, 1993
Value based
Amount at on market
Name of issuer and title of each Principal amount which shown on quotations at
issue of notes the balance sheet balance sheet date
- --------------------------------- ------------------ ------------------- --------------------
Dreyfus Treasury
Prime Money Market Account $ 6,035,313 $ 6,035,313 $ 6,035,313
General Electric Capital Services, Inc.
Commercial Paper 2,998,163 2,998,163 2,998,163
Ford Motor Credit Corp.
Commercial Paper 2,998,104 2,998,104 2,998,104
American Express
Bankers Acceptance-Eligible 4,987,514 4,987,514 4,987,514
--------- --------- ---------
$17,019,094 $17,019,094 $17,019,094
---------- ---------- ----------
---------- ---------- ----------
S-2
19
SCHEDULE V
BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
Property, Plant, and Equipment
(Thousands of Dollars)
Balance at Transfers Balance at
beginning Additions Retirements and other close
Classification of year at cost and sales changes of year
------------------------ ------------- ---------- ------------ ----------- --------
Year ended December 31, 1993:
Land $ 2,821 $ 0 $ 68 $ (252) $ 2,501
Buildings 48,321 557 1,582 (2,581) 44,715
Machinery and equipment 109,084 2,897 171 (13,283) 98,527
Office furniture and fixtures 24,381 3,006 1,619 (2,219) 23,549
Transportation equipment 3,097 0 1,069 (36) 1,992
------- ----- ----- ------ -------
$ 187,704 $ 6,460 $ 4,509 $ (18,371) (A) $ 171,284
------- ----- ----- ------- -------
------- ----- ----- ------- -------
Year ended December 31, 1992:
Land $ 2,895 $ 27 $ 0 $ (101) $ 2,821
Buildings 49,079 887 60 (1,585) 48,321
Machinery and equipment 111,163 2,422 1,925 (2,576) 109,084
Office furniture and fixtures 24,058 1,674 915 (436) 24,381
Transportation equipment 4,542 16 1,401 (60) 3,097
------- ----- ----- ------ -------
$ 191,737 $ 5,026 $ 4,301 $ (4,758)(A) $ 187,704
------- ----- ----- ------ -------
------- ----- ----- ------ -------
Year ended December 31, 1991:
Land $ 4,350 $ 0 $ 7 $ (1,448) $ 2,895
Buildings 52,859 1,114 105 (4,789) 49,079
Machinery and equipment 105,582 2,620 45 3,006 111,163
Office furniture and fixtures 21,688 1,453 381 1,298 24,058
Transportation equipment 5,193 550 1,384 183 4,542
------- ----- ----- ------ -------
$ 189,672 $ 5,737 $ 1,922 $ (1,750)(A) $ 191,737
------- ----- ----- ------ -------
------- ----- ----- ------ -------
(A) Property, plant, and equipment of subsidiaries and divisions acquired and
sold and transfer of assets held for sale.
S-3
20
SCHEDULE VI
BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
Accumulated Depreciation, Depletion and Amortization
of Property, Plant, and Equipment
(Thousands of Dollars)
Balance at Additions Transfers Balance at
beginning charged to Retirements and other close
Classification of year earnings and sales changes of year
------------------- ------------ ------------ ------------ ------------ -----------
Year ended December 31, 1993:
Allowance for depreciation and
amortization of:
Buildings $ 29,873 $ 1,380 $ 1,451 $ (1,896) $ 27,906
Machinery and equipment 88,406 4,058 149 (10,260) 82,055
Office furniture and fixtures 19,136 2,035 1,601 (1,575) 17,995
Transportation equipment 2,426 202 812 (16) 1,800
------- ------- ----- ------ -------
$ 139,841 $ 7,675 $ 4,013 (13,747) (A) $ 129,756
------- ------- ----- ------ -------
------- ------- ----- ------ -------
Year ended December 31, 1992:
Allowance for depreciation and
amortization of:
Buildings $ 28,664 $ 1,406 $ 59 $ (138) $ 29,873
Machinery and equipment 87,746 4,361 1,862 (1,839) 88,406
Office furniture and fixtures 18,070 2,009 882 (61) 19,136
Transportation equipment 2,850 578 949 (53) 2,426
------- ------- ----- ------- -------
$ 137,330 $ 8,354 $ 3,752 (2,091) (A) $ 139,841
------- ------- ----- ------- -------
------- ------- ----- ------- -------
Year ended December 31, 1991:
Allowance for depreciation and
amortization of:
Buildings $ 28,454 $ 1,936 $ 108 $ (1,618) $ 28,664
Machinery and equipment 79,683 4,965 43 3,141 87,746
Office furniture and fixtures 15,998 2,066 380 386 18,070
Transportation equipment 2,868 942 1,073 113 2,850
------- ------- ----- ------ -------
$ 127,003 $ 9,909 $ 1,604 $ 2,022 (A) $ 137,330
------- ------- ----- ------ -------
------- ------- ----- ------ -------
(A)Accumulated depreciation of subsidiaries and divisions acquired and sold and
transfer of assets held for sale.
S-4
21
SCHEDULE VIII
BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
Valuation and Qualifying Accounts
(Thousands of Dollars)
Additions Deductions
--------------- -------------------------------
Balance at Charged Credited Charged off Balance
beginning to to net of at close
Description of year earnings Other earnings recoveries Other of year
- ---------------------------- --------- --------- ----- --------- ------------ ----- ---------
(B) (A)
Year ended December 31, 1993:
For possible losses on accounts
receivable $1,163 $ 767 $ 99 $ 0 $ 764 $ 177 $1,088
----- ----- ----- ----- ------ ----- -----
----- ----- ----- ----- ------ ----- -----
Year ended December 31, 1992:
For possible losses on accounts
receivable $1,436 $1,109 $ 58 $ 300 $1,099 $ 41 $1,163
----- ----- ----- ----- ------ ---- -----
----- ----- ----- ----- ------ ---- -----
Year ended December 31, 1991:
For possible losses on accounts
receivable $1,473 $ 842 $ 74 $ 67 $ 777 $ 109 $1,436
----- ------ ----- ----- ------ --- -----
----- ------ ----- ----- ------ --- -----
(A) Includes acquisition and disposition of divisions and subsidiaries.
(B) "Credited to earnings" reflects adjustments to t.e original estimated loss
provision for receivables reassessment of the collection status of trade
receivables made during the year.
S-5
22
SCHEDULE IX
BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
Short-term Borrowings
(Thousands of Dollars)
Weighted Maximum Average Weighted
Category of average amount amount average
aggregate Amount Balance interest rates outstanding outstanding interest rates
short-term of credit end of at end of during the at end of during the
borrowings (3) line period(4) period period period (1) period (2)
-------------- -------- --------- ------ ------ --------- ----------
December 31, 1993 BMC $20,000 $ 0 0% $10,000 $6,052 5.5%
December 31, 1993 BRE 27,029 0 0% 0 0 0.0%
December 31, 1993 BBSL 2,200 1,556 6.4% 2,284 1,621 7.2%
December 31, 1992 BMC $20,000 $ 0 0% $11,000 $8,018 6.1%
December 31, 1992 BRE 20,000 0 0% 4,516 3,796 5.6%
December 31, 1992 BBSL 2,300 2,105 9.0% 3,308 2,350 11.5%
(1) Average amount outstanding during the period is calculated by dividing the
total of the daily outstanding balances for the year, by the number of
days outstanding during the year.
(2) Weighted average interest rate during the period is calculated by dividing
the interest expense during the year, by the average short-term
borrowings, for the number of days outstanding.
(3) Butler Manufacturing Company (BMC), Butler Real Estate, Inc. (BRE), and
Butler Building Systems, Ltd. (BBSL).
(4) See also page 14 "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company's 1993 Annual Report
to Stockholders.
S-6
23
SCHEDULE X
BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
Supplementary Income Statement Information
(Thousands of Dollars)
Charged to
Item costs and expenses
- --------------------------- ------------------
Year ended December 31, 1993:
Maintenance and repairs $ 9,309
Depreciation and amortization 9,605
-----
-----
Year ended December 31, 1992:
Maintenance and repairs $ 8,251
Depreciation and amortization 10,155
------
------
Year ended December 31, 1991:
Maintenance and repairs $ 7,013
Depreciation and amortization 11,777
------
------
S-7