-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, d+jRvbUPGuzkmaVZsj8pdIKMRhcgK/i5dZrT/Zfb/INoK6/rmMfdtvmN3Ddzuh3J gSTMAE0/mUo6H0ozlUkm8g== 0000061986-94-000029.txt : 19941005 0000061986-94-000029.hdr.sgml : 19941005 ACCESSION NUMBER: 0000061986-94-000029 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19940702 FILED AS OF DATE: 19940930 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANITOWOC CO INC CENTRAL INDEX KEY: 0000061986 STANDARD INDUSTRIAL CLASSIFICATION: 3531 IRS NUMBER: 390448110 STATE OF INCORPORATION: WI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11978 FILM NUMBER: 94551104 BUSINESS ADDRESS: STREET 1: 700 E MAGNOLIA AVE STREET 2: SUITE B CITY: MANITOWOC STATE: WI ZIP: 54221 BUSINESS PHONE: 4146846621 10-K 1 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 (Fee Required) For the fiscal year ended July 2, 1994 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from ________ to ________ Commission File Number 1-11978 THE MANITOWOC COMPANY, INC. ----------------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 39-0448110 ------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 700 E. Magnolia Avenue, Suite B, Manitowoc, Wisconsin 54220 ------------------------------------------------------------------- (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: None 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 September 2, 1994, of the registrant's Common Stock held by non-affiliates of the registrant was $199,246,189, based on the $26.50 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 September 2, 1994, the most recent practicable date, was 7,678,525. DOCUMENTS INCORPORATED BY REFERENCE Portions of registrant's Annual Report to Shareholders for the fiscal year ended July 2, 1994 (the "1994 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 September 30, 1994 (the "1994 Proxy Statement"), are incorporated by reference in Part III of this report. See page 21 for Index to Exhibits. PART I ------ Item 1. Business - - -------------------- GENERAL - - ------- 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 cranes and related products which are used by the energy, construction, mining and other industries; (b) the design and manufacture of commercial ice machines and refrigeration products for the foodservice, lodging, convenience store and healthcare markets; and (c) marine vessel repair. The Company currently operates two manufacturing facilities in Manitowoc, 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, the Eleven-Year Financial Summary and Business Segment Information, Research and Development Costs in the Summary of Significant Accounting Policies, and Note 11 to Consolidated Financial Statements on pages 9, 12, 18 and 22, respectively, of the 1994 Annual Report, which are incorporated herein by reference. PRODUCTS AND SERVICES - - --------------------- Cranes and Related Products - - --------------------------- 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. 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 rebuild 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 will be the smaller, independent contractors and rental-fleet customers who need smaller, less complicated, easily transportable, and more versatile cranes that will meet the needs of a broad range of users. To serve this growing market, West-Manitowoc is developing a new line of value-priced cranes with those characteristics. The first of these, the 90-ton lifting capacity West-100 cranes, will be shipped in the fourth calendar quarter of 1994. 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 will form the nucleus of a soon-to-be-organized Aftermarket Group that will coordinate our push into the market for rebuilt and remanufactured cranes, both Manitowoc and non-Manitowoc units. 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. During 1994, Manitowoc Engineering began development of a new second generation crane - the Model-888 - which is slated for introduction in the spring of 1995 with production following later in the year. The Model-888 is a 200-ton class hydraulically powered crawler crane that is intended to serve a very diverse lifting, construction, and material handling market. 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 Long Island City, New York; Mokena, Illinois; La Mirada, California; Benicia, California; Seattle, Washington; Northampton, England 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. In recent years, the Company has established a fleet of crawler crane and boom truck cranes at the Company-owned sales subsidiaries, which are leased on a short-term basis, primarily to the construction industry. During fiscal 1992, the Company entered into a sale/leaseback arrangement covering substantially all of the fleet. See Note 10 to Consolidated Financial Statements on Page 22 of the 1994 Annual Report. See Note 11 to Consolidated Financial Statements on page 22 of the 1994 Annual Report with respect to export sales. 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 July 2, 1994 approximates $26.9 million, as compared to $57.7 million in fiscal 1993. The decrease is due to the decline in crawler crane orders from outside the United States. Foodservice - - ----------- The Foodservice Products business segment designs, manufacturers, and markets commercial ice cube machines, ice storage bins, ice cube dispensers, and related accessories including water filtration systems, reach-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 market. Several models of automatic ice cube making and dispensing machines are designed, manufactured and marketed by the Company. 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. In fiscal 1993, the foodservice products group introduced a new line of ice machines that use an environmentally enlightened refrigerant. The new "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 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. The Company is completing arrangements with a joint-venture partner to begin production of ice machines in China. The joint- venture factory will assemble 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 international markets consist of Western Europe, the Far East, the Middle East, the Near East, Latin America, the Carribbean and Africa. 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 July 2, 1994 is not significant. Marine - - ------ 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. See Note 7 to Consolidated Financial Statements on Page 21 of the 1994 Annual Report. 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 July 2, 1994 the backlog approximates $2.5 million, compared to $2.4 million one year ago. Raw Materials and Supplies - - -------------------------- The primary raw material used by the Company is structural and rolled steel, which is purchased principally 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 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 - - ----------- Typically, the second calendar quarter represents the Company's best quarter in all of the business segments. In the cranes and related products segment, summer represents the main construction season. Customers require new machines, parts, and service prior to such season. Since the summer also 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. 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 - - ----------- All of the Company's products are sold in highly competitive markets. Competition is at all levels, including price, service and product performance. 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; Hitachi Construction Machinery Co., Ltd., Tokyo, Japan; and Krupp Industrietechnik, Wilhelmshaven, Germany. 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. 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 in the reach-in refrigeration and freezers product line include Beverage Air, Spartanburg, South Carolina; The Delfield Company, Mt. Pleasant, Michigan; Traulsen & Company, Inc., College Point, New York; and True Food Service Company, O'Fallon, Missouri. Since Manitowoc is relatively new to this market, its market share is less than the aforementioned competitors. The Company believes that its market share in the reach-in refrigerator and freezer product line will continue to grow. In the ship repair operation, the Company is one of two operational shipyards on the Great Lakes capable of drydocking and servicing 1000 foot Great Lakes bulk carriers; the other is Erie Marine Enterprises, Erie, Pennsylvania. There is one other shipyard on the Great Lakes, Fraser Shipyards, Inc., Superior, Wisconsin, with whom the Company competes for drydocking and servicing smaller Great Lakes vessels. In addition, with the passage of NAFTA, Canadian facilities may compete with the company in the future. 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 - - ------------------ The Company employs approximately 1,900 persons, of whom about 300 are salaried. Company-wide employment is fairly comparable to the prior year. The Company has labor agreements with 19 union locals. There have been no work stoppages during the three years ended July 2, 1994. Item 2. PROPERTIES - - -------------------- Owned - - ----- Cranes and related products are manufactured at plant locations in Manitowoc, Wisconsin; Georgetown, Texas; Bauxite, Arkansas; and Punxsutawney, Pennsylvania. In connection with a 1986 restructuring program, most crane operations in Manitowoc were consolidated at the original plant. This facility comprises approximately 600,000 square feet of manufacturing and office space located on approximately 50 acres of land in the central city. Included is a 110,000 square foot structure, completed in 1983, which replaced a portion of the Company's main fabrication shop. In 1984 work was completed on the expansion of the main boiler house, which provides steam for the majority of shops, warehouses and office facilities in the central city location. Certain manufacturing operations were moved back to the South Works facility from this central city facility during fiscal 1991. South Works' construction was completed in 1978 providing the Company with approximately 265,000 square feet of manufacturing and storage space which is now fully utilized. Included with the asset purchase of Femco Machine Co. are three manufacturing and office facilities in Punxsutawney and a similar facility in nearby Hawthorn, Pennsylvania. The Punxsutawney facilities have approximately 71,000 square feet and are located on approximately 34 acres. The Hawthorn facility, with 36,000 square feet and located on approximately 3 acres, is currently held for sale. In the fourth quarter of fiscal 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 foodservice products are manufactured in modern, fully-equipped facilities in Manitowoc, Wisconsin. Production of ice machines and dispensers are housed in a 240,000-square foot facility; while reach-in production is located in a nearby building that includes more than 146,000 square feet of production and warehouse space. In the fourth quarter of fiscal 1994, the Company began construction on a 128,000 square feet addition for the ice machine facility. This will allow both ice machines and reach-ins to be manufactured in the same facility. 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 are 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 crane sales offices and warehouse facilities located in Long Island City, New York; Seattle, Washington; and Northampton, England. Leased - - ------ The Company leases sales offices and warehouse facilities for cranes and related products in Big Bend, Wisconsin; Mokena, Illinois; and La Mirada and Benicia, California. In addition, the Company leases facilities in Pompano Beach, Florida for parts manufacturing and crane re-manufacturing. The Company also 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. Furthermore the Company leases approximately 10,000 square feet of office space for the Corporate offices. Item 3. LEGAL PROCEEDINGS - - --------------------------- The information required by this item is incorporated by reference from Note 12 to Consolidated Financial Statements on Page 22 of the 1994 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 July 2, 1994. Executive Officers of the Registrant - - ------------------------------------ Each of the following officers of the Company has been elected to a renewable one-year term by the Board of Directors. The informaton presented is as of September 26, 1994.
Position With Principal Position Name Age The Registrant Held Since - - -------------- ---- -------------------- ------------------ Fred M. Butler 59 President & CEO 1990 Robert K. Silva 66 Executive Vice President & COO 1994 Robert R. Friedl 40 Vice President & CFO 1992 Philip D. Keener 43 Treasurer 1990 E. Dean Flynn 53 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, 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. Philip D. Keener was elected Treasurer on November 13, 1990. He joined the Cmopany 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 ------- 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", "Other Shareholder Information", and "Supplemental Quarterly Financial Information (Unaudited)" on pages 1 and 25 of the 1994 Annual Report. Item 6. SELECTED FINANCIAL DATA ----------------------- The information required by this item is incorporated by reference from "Eleven-Year Record" on pages 12 and 13 of the 1994 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 Conditions" on pages 9 through 11 of the 1994 Annual Report. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ------------------------------------------- The financial statements required by this item are incorporated by reference from pages 14 through 23 of the 1994 Annual Report. Supplementary financial information is incorporated by reference from "Supplemental Quarterly Financial Information (Unaudited)" on page 25 of the 1994 Annual Report. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ------------------------------------------------------------ None. PART III -------- Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT -------------------------------------------------- The information required by this item is incorporated by reference from the "Beneficial Ownership of Securities" section on page 3 of the 1994 Proxy Statement and from the "Election of Directors" section on pages 4 and 5 of the 1994 Proxy Statement. See also "Executive Officers of the Registrant" in Part I hereof. Item 11. EXECUTIVE COMPENSATION ---------------------- The information required by this item is incorporated by reference from the "Compensation of Directors", "Executive Compensation", "Report of the Compensation and Benefits Committee on Executive Compensation", "Performance Graph", "Contingent Employment Agreements", and "F. M. Butler Supplemental Retirement Agreement" sections on pages 6 through 12 of the 1994 Proxy Statement. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ------------------------------------------------------------ The information required by this item is incorporated by reference from the "Beneficial Ownership of Securities" section on pages 2 and 3 of the 1994 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 Consolidated Statements Of Earnings for the years ended July 2, 1994, July 3, 1993, and June 27, 1992. Consolidated Balance Sheets at July 2, 1994, and July 3, 1993. Consolidated Statements of Cash Flows for the years ended July 2, 1994, July 3, 1993 and June 27, 1992. Consolidated Statements of Stockholders' Equity for the years ended July 2, 1994, July 3, 1993, and June 27, 1992. Summary of Significant Accounting Policies. Notes to Consolidated Financial Statements. (2) Financial Statement Schedules: Financial Statement Schedules for the years ended July 2, 1994, July 3, 1993 and June 27, 1992: Schedule Description Page -------- ----------- ---- Report of Independent Public Accountants 14 I Marketable Securities - Other Investments 15 V Cost of Property, Plant and Equipment 16 VI Accumulated Depreciation of Property, Plant and Equipment 17 VIII Valuation and Qualifying Accounts 18 X Supplementary Income Statements Information 19 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: While no reports on Form 8-K were filed during the fourth quarter of fiscal 1994, a report on Form 8-K dated August 9, 1994 was filed to report the Registrant's change in fiscal year-end from the Saturday closest to June 30 of each calendar year to December 31 of each calendar year. (c) Exhibits: See Index to Exhibits immediately following the signature page of this report, which is incorporated herein by reference. REPORT OF 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 schedules 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. ARTHUR ANDERSEN LLP Milwaukee, Wisconsin July 28, 1994.
THE MANITOWOC COMPANY, INC. AND SUBSIDIARIES SCHEDULE I: MARKETABLE SECURITIES - OTHER INVESTMENTS FOR THE YEAR ENDED JULY 2, 1994 PRINCIPAL MARKET CARRYING NAME AMOUNT COST VALUE VALUE ---- ------ --------- ------ -------- U.S. Treasury Notes $ 10,000,000 $ 10,012,721 $ 9,794,375 $ 10,012,721 Preferred Stock Fund 4,765,966 4,994,876 4,763,243 4,994,876 ----------- ----------- ----------- ----------- $ 14,765,966 $ 15,007,597 $ 14,557,618 $ 15,007,597 ----------- ----------- ----------- -----------
THE MANITOWOC COMPANY, INC. AND SUBSIDIARIES SCHEDULE V: COST OF PROPERTY, PLANT AND EQUIPMENT FOR THE YEARS ENDED JUNE 27, 1992, JULY 3, 1993, AND JULY 2, 1994 BALANCE AT BALANCE AT BEGINNING ADDITIONS OTHER END OF CLASSIFICATION OF PERIOD AT COST RETIREMENTS CHANGES (1) PERIOD -------------- --------- -------- ----------- ----------- ---------- YEAR ENDED JUNE 27, 1992: Land ......................... $ 3,485,769 $ 0 $ (21,142) $ 33,715 $ 3,498,342 Buildings .................... 61,545,543 755,402 (577,026) 378,181 62,102,100 Drydocks and dock fronts ..... 21,984,446 79,328 (23,653) 0 22,040,121 Machinery and equipment ...... 70,294,712 7,403,865 (6,615,319) 124,443 71,207,701 Construction in progress ..... 2,448,049 (1,666,193) 0 0 781,856 ------------ ----------- ----------- ----------- ------------ Total $159,758,519 $ 6,572,402 $(7,237,140) $ 536,339 $159,630,120 ------------ ----------- ----------- ----------- ------------ YEAR ENDED JULY 3, 1993: Land ......................... $ 3,498,342 $ 0 $ 0 $ (74,437) $ 3,423,905 Buildings .................... 62,102,100 3,137,414 (287,011) (843,286) 64,109,217 Drydocks and dock fronts ..... 22,040,121 0 0 0 22,040,121 Machinery and equipment ...... 71,207,701 5,309,927 (1,241,924) (301,664) 74,974,040 Construction in progress ..... 781,856 2,765,744 0 0 3,547,600 ------------ ----------- ----------- ----------- ------------ Total $159,630,120 $11,213,085 $(1,528,935) $(1,219,387) $168,094,883 ------------ ----------- ----------- ----------- ------------ YEAR ENDED JULY 2, 1994: Land ......................... $ 3,423,905 $ 382,539 $ 0 $ 5,646 $ 3,812,090 Buildings .................... 64,109,217 129,140 (1,505,110) 63,968 62,797,215 Drydocks and dock fronts ..... 22,040,121 0 0 0 22,040,121 Machinery and equipment ...... 74,974,040 13,357,886 (1,538,571) 23,009 86,816,364 Construction in progress ..... 3,547,600 (2,357) 0 0 3,545,243 ------------ ----------- ----------- ----------- ------------ Total $168,094,883 $13,867,208 $(3,043,681) $ 92,623 $179,011,033 ------------ ----------- ----------- ----------- ------------ NOTES:(1) Effect of changes in currency exchange rates. Depreciation provided for financial reporting purposes is based on the following estimated lives; buildings, 40 to 50 years; dry docks and dock fronts, 10 to 25 years; and machinery and equipment 5 to 20 years.
THE MANITOWOC COMPANY, INC. AND SUBSIDIARIES SCHEDULE VI: ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT FOR THE YEARS ENDED AND JUNE 27, 1992, JULY 3, 1993 AND JULY 2, 1994 BALANCE AT BALANCE AT BEGINNING ADDITIONS OTHER END OF OF PERIOD AT COST RETIREMENTS CHANGES (1) PERIOD ---------- --------- ----------- ----------- ----------- YEAR ENDED JUNE 27, 1992: Buildings .................. $ 32,763,868 $ 2,198,759 $ (451,239) $ 46,997 $ 34,558,385 Drydocks and dock fronts ... 20,281,763 155,005 (23,653) 0 20,413,115 Machinery and equipment .... 53,038,015 3,769,816 (5,701,757) 49,027 51,155,101 ------------ ------------ ------------ ----------- ------------ Total ...................... $106,083,646 $ 6,123,580 $ (6,176,649) $ 96,024 $106,126,601 ------------ ------------ ------------ ----------- ------------ YEAR ENDED JULY 3, 1993: Buildings .................. $ 34,558,385 $ 1,619,339 $ (86,623) $ (124,379) $ 35,966,722 Drydocks and dock fronts ... 20,413,115 153,034 0 0 20,566,149 Machinery and equipment .... 51,155,101 4,089,174 (526,952) (135,445) 54,581,878 ------------ ------------ ------------ ----------- ------------ Total ...................... $106,126,601 $ 5,861,547 $ (613,575) $ (259,824) $111,114,749 ------------ ------------ ------------ ----------- ------------ YEAR ENDED JULY 2, 1994: Buildings .................. $ 35,966,722 $ 1,678,341 $ (366,043) $ 11,021 $ 37,290,041 Drydocks and dock fronts ... 20,566,149 148,490 0 0 20,714,639 Machinery and equipment .... 54,581,878 4,440,552 (1,360,585) 12,221 57,674,066 ------------ ------------ ------------ ----------- ------------ Total ...................... $111,114,749 $ 6,267,383 $ (1,726,628) $ 23,242 $115,678,746 ------------ ------------ ------------ ----------- ------------ NOTE: (1) Transfers to other classifications and effect of changes in currency exchange rates.
THE MANITOWOC COMPANY, INC. AND SUBSIDIARIES SCHEDULE VIII: VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED JUNE 27, 1992 JULY 3, 1993, AND JULY 2, 1994 BALANCE AT CHARGED TO BALANCE AT BEGINNING COSTS AND END OF DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD ------------ ---------- ----------- ----------- ----------- YEAR ENDED JUNE 27, 1992: Allowance for doubtful accounts $ 642,829 $ 142,449 $ (401,684) $ 383,594 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
THE MANITOWOC COMPANY, INC. AND SUBSIDIARIES SCHEDULE X: SUPPLEMENTARY INCOME STATEMENTS INFORMATION FOR THE YEARS ENDED JUNE 27, 1992, AND JULY 3, 1993 AND JULY 2, 1994 CHARGED TO COSTS ITEM AND EXPENSES ----------------------- -------------------------- Maintenance and Repairs 1992 $4,666,259 1993 $4,206,887 1994 $4,168,473 Advertising Costs 1992 $2,812,888 1993 $3,459,618 1994 $3,298,752
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: THE MANITOWOC COMPANY, INC. By: /s/ Fred M. Butler ------------------------------ Fred M. Butler President & Chief Executive Officer By: /s/ Robert R. Friedl ------------------------------ Robert R. Friedl Chief Financial Officer Dated: September 26, 1994 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 September 26, 1994 - - ----------------------------------------------- Fred M. Butler, President & CEO, Director /s/ Robert K. Silva September 26, 1994 - - ----------------------------------------------- Robert K. Silva, Executive Vice President & COO, Director /s/ Gilbert F. Rankin, Jr. September 26, 1994 - - ----------------------------------------------- Gilbert F. Rankin, Jr., Director /s/ George T. McCoy September 26, 1994 - - ----------------------------------------------- George T. McCoy, Director /s/ Guido R. Rahr, Jr. September 26, 1994 - - ----------------------------------------------- Guido R. Rahr, Jr., Director
THE MANITOWOC COMPANY, INC. ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JULY 2, 1994 INDEX TO EXHIBITS Filed Herewith Exhibit On No. Description Page - - ------- ----------- ---- 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 September 16, 1994) including amendment to Article X adding Section 3 (Implied Amendments). 23 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 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 Registrant's Registration Statement on Form S-8 filed June 23, 1993, and incorporated herein by reference. 10.1(b) * Amendment to Deferred Compensation Plan adopted by the Board of Directors on April 26, 1994. 39 10.2 * The Manitowoc Company, Inc. Management Incentive Compensation Plan, effective July 4, 1993, filed as Exhibit 10(b) to the Company's Annual Report on Form 10-K for the fiscal year ended July 3, 1993 and incorporated herein by reference. 10.3 * Form of Contingent Employment Agreement between the Company and Messrs. Butler, Flynn, Friedl, Keener, 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. 13 Portions of the 1994 Annual Report to Shareholders of The Manitowoc Company, Inc. incorporated by reference into this Report on Form 10-K. 40 21 Subsidiaries of The Manitowoc Company, Inc. 63 23 Consent of Independent Public Accountants. 64 27 Financial Data Schedule. 65 * Management contracts and executive compensation plans and arrangements required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.
EX-3.(II) 2 EXHIBIT 3.2 1994 10-K RESTATED BY-LAWS OF THE MANITOWOC COMPANY, INC. (Adopted June 16, 1971) 1/(Amended August 14, 1972) 2/(Amended November 7, 1972) 3/(Amended March 19, 1973) 4/(Amended May 5, 1975) 5/(Amended August 17, 1981) 6/(Amended August 20, 1984) 7/(Amended September 5, 1986) 8/(Amended November 3, 1986) 9/(Amended August 21, 1987) 10/(Amended February 19, 1988) 11/(Amended August 12, 1988) 12/(Amended November 7, 1988) 13/(Amended June 23, 1989) 14/(Amended June 22, 1990) 15/(Amended August 9, 1990) 16/(Amended February 15, 1991) 17/(Amended August 12, 1992) 18/(Amended November 3, 1992) 19/(Amended February 1, 1994) 20/(Amended August 9, 1994) 21/(Amended September 16, 1994) ARTICLE I. OFFICES 19/ Section 1. Principal Office. The principal office of the Corporation in the State of Wisconsin shall be located at 700 East Magnolia Avenue, Suite B, in the City of Manitowoc, County of Manitowoc. The Corporation may have such other offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the Corporation may require from time to time. Section 2. Registered Office. The registered office of the Corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but not need be, identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors. ARTICLE II. SHAREHOLDERS 1/11/12/14/16/ Section 1. Annual Meeting. The annual meeting of shareholders shall be held on the first Tuesday in November in each year for the purpose of electing Directors and for the transaction of only such other business as is properly brought before the meeting in accordance with these By-Laws. To be properly brought before the meeting, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a shareholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than fifty (50) days nor more than seventy-five (75) days prior to the meeting date set in this Section 1; provided, however, that in the event that the meeting is not held within ten (10) business days of the date set in this Section 1 and less than sixty-five (65) days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the fifteenth (15th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. A shareholder's notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the shareholder proposing such business, (iii) the class and number of shares of the Corporation which are beneficially owned by the shareholder, and (iv) any material interest of the shareholder in such business. Notwithstanding anything in the By-Laws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section 1; provided, however, that nothing in this Section 1 shall be deemed to preclude discussion by any shareholder of any business properly brought before the annual meeting. The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 1, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. If the day fixed for the annual meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at an adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be. 6/ Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by a majority of the Board of Directors, and shall be called by the President at the request of the holders of not less than one-half of all the outstanding shares of the Corporation entitled to vote at the meeting. 16/ Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual meeting or for any special meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Wisconsin. 7/16/ Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days (or, in the case of a special meeting called at the request of shareholders, not less than twenty-five days) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock record books of the Corporation, with postage thereon prepaid . 16/ Section 5. Voting and Record Date. At each meeting of shareholders, whether annual or special, each shareholder shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such shareholder, and each shareholder shall have one vote for each share registered in his or her name on the books of the Corporation at the close of business on a record date which shall be not more than seventy (70) days prior to the date of the meeting as such record date is fixed by the Board of Directors. 16/ Section 6. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the Corporation shall, before each meeting of shareholders, make a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, with the address of and the number of shares held by each, which list shall be available for inspection by any shareholder beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting at the Corporation's principal office and at the time and place of the meeting during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting. Section 7. Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Though less than a quorum of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. Section 8. Proxies. At all meetings of shareholders, a shareholder entitled to vote may vote by proxy appointed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. The Board of Directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies. Section 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders. 16/ Section 10. Waiver of Notice by Shareholders. Whenever any notice whatever is required to be given to any shareholder of the Corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of any Statute, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the shareholder entitled to such notice, shall be deemed equivalent to the giving of such notice; provided that such waiver in respect to any matter of which notice is required under any provision of Chapter 180, Wisconsin Statutes, shall contain the same information as would have been required to be included in such notice, except the time and place of meeting. 16/ Section 11. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. ARTICLE III. BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. 6/8/9/10/11/13/14/15/17/18/ Section 2. Number, Tenure and Qualifications. The number of Directors of the Corporation shall not be less than seven (7) nor more than nine (9). The Directors shall be divided into three classes which are as nearly equal in number as circumstances permit from time to time. Each Director shall be elected to serve a term of three (3) years (except that directors may be elected for shorter terms as necessary in order to fill vacancies in particular classes of Directors), and the respective terms of all directors of one class shall expire at each annual meeting of shareholders. Each Director shall hold office for the term for which he is elected and until his successor is elected and qualified, or until his death, or until he shall resign or shall have been removed in the manner provided in the Articles of Incorporation. Directors need not be residents of the State of Wisconsin or shareholders of the Corporation. Any Director that is also an employee shall, upon retirement or resignation as an employee, cease to be a member of the Board of Directors. 12/16/ Section 3. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors. Nominations of persons for election to the Board of Directors of the Corporation at the annual meeting may be made at a meeting of shareholders by or at the direction of the Board of Directors by any nominating committee or person appointed by the Board of Directors or by any shareholder of the Corporation entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section 3. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than fifty (50) days nor more than seventy-five (75) days prior to the meeting date set under the provisions of these By-Laws; provided, however, that in the event that the meeting is not held within ten (10) business days of the date set in these By-Laws and less than sixty- five (65) days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the fifteenth (15th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such shareholder's notice to the Secretary shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a Director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of Directors pursuant to [Regulation 14A] under the Securities Exchange Act of 1934, as amended; and (b) as to the shareholder giving the notice (i) the name and record address of the shareholder and (ii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the shareholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a Director of the Corporation. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth herein. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. 1/12/16/ Section 4. Regular Meetings. A regular meeting of the Board of Directors shall be held within 30 days after the annual meeting of shareholders, and each adjourned session thereof, and at any other time as determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. 12/ Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, Secretary or any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, within the Continental United States, as the place for holding any special meeting of the Board of Directors called by them. 12/16/ Section 6. Notice. Notice of any special meeting of the Board of Directors shall be given at least forty-eight (48) hours before the date of the meeting or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances, by word of mouth, telephone or radiophone personally, or written notice mailed to each Director at his business address, or by telegram. Whenever any notice is required to be given to any Director of the Corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of any Statute, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the Director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 7. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but though less than such quorum is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Section 8. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by these By-Laws or By-Law. 6/ Section 9. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of Directors, may be filled for the balance, if any, of the unexpired term by the affirmative vote of a majority of the Directors then in office, though less than a quorum of the Board of Directors. For the purposes of this section, the term "vacancy" shall include the disability of any Director to the point where he cannot attend Directors' meetings or effectively discharge his duties as a Director. Section 10. Compensation. The Board of Directors, by affirmative vote of a majority of the Directors then in office, and irrespective of any personal interest of any of its members, may establish reasonable compensation of any or all Directors for services to the Corporation as Directors, officers or otherwise, or may delegate such authority to an appropriate committee. Section 11. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors or a committee thereof at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. Section 12. Committees. The Board of Directors by resolution adopted by the affirmative vote of a majority of the number of Directors fixed by Section 2 of the Article III may designate one or more committees, each committee to consist of three or more Directors elected by the Board of Directors, which to the extent provided in said resolution as initially adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the Corporation, except action with respect to declaration of dividends to shareholders, election of officers or the filling of vacancies in the Board of Directors or committees created pursuant to this section. The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee, upon request by the President or upon request by the Chairman of such meeting. Each such committee shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request. 4/ Section 13. Informal Action by Directors and Committees. Any action required to be taken at a meeting of the Board of Directors or a committee thereof, or any action which may be taken at a meeting of the Board of Directors, or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors, or members of a committee thereof, entitled to vote with respect to the subject matter thereof. 14/16/ Section 14. Telephonic Meetings. Unless otherwise provided by the Articles of Incorporation or these By-Laws, the Board of Directors of the Corporation (and any committees thereof) may participate in regular or special meetings by, or through the use of, any means of communication by which (i) all Directors participating may simultaneously hear each other, such as by conference telephone, or (ii) all communication is immediately transmitted to each participating Director, and each participating Director can immediately send messages to all other participating Directors. A Director participating in a meeting by such means shall be deemed present in person at such meeting. If action is to be taken at any such telephonic Board of Directors meeting on any of the following: (i) a plan of merger or consolidation; (ii) a sale, lease, exchange or other disposition of substantial property or assets of the Corporation; (iii) a voluntary dissolution or the revocation of voluntary dissolution proceedings; or (iv) a filing for bankruptcy, then the identity of each Director participating in such meeting must be verified by the disclosure of each such Director's social security number to the Secretary of the Corporation before a vote may be taken on any of the foregoing matters. 3/ ARTICLE IV. OFFICERS 5/ Section 1. Number. The principal officers of the Corporation shall be a Chairman of the Board (if the Board of Directors determines to elect one), a Vice Chairman of the Board (if the Board determines to elect one), a President, one or more Vice Presidents, one or more of whom may be designated Executive Vice President and one or more of whom may be designated Senior Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Vice President and President and Secretary. The duties of the officers shall be those enumerated herein and any further duties designated by the Board of Directors. The duties herein specified for particular officers may be transferred to and vested in such other officers as the Board of Directors shall elect or appoint, from time to time and for such periods or without limitation as to time as the Board shall order. Officers of the Corporation may apply their titles to their duties on behalf of the various divisions of the Corporation. The Board of Directors may, as it deems necessary, authorize the use of additional official titles by individuals whose duties in behalf of the various divisions of the Corporation so warrant, the authority of such divisional offices to be confined to the appropriate divisions. Section 2. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected or until his prior death, resignation or removal. Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights. Section 4. Vacancies. A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term. Section 5. Chairman of the Board. The Chairman of the Board (if the Board of Directors determines to elect one) shall preside at all meetings of the Board of Directors and shall have such further and other authority, responsibility and duties as may be granted to or imposed upon him by the Board of Directors, including without limitation his designation pursuant to Section 7 as Chief Executive Officer of the Corporation. 5/ Section 6. Vice Chairman of The Board. The Vice Chairman of the Board (if the Board of Directors determines to elect one) shall, in the absence of the Chairman of the Board, preside at all meetings of the Board of Directors and shall have such further and other authority, responsibility and duties as may be granted to or imposed upon him by the Board of Directors, including without limitation his designation pursuant to Section 8 as Chief Executive Officer of the Corporation. 5/ Section 7. President. The President, unless the Board of Directors shall otherwise order pursuant to Section 8, shall be the Chief Executive Officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and shall preside at all meetings of the Board of Directors unless the Board shall have elected a Chairman of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the Corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He shall have authority to sign, execute and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Corporation's regular business or which shall be authorized by resolution of the Board of Directors; and except as otherwise provided by law or the Board of Directors, he may authorize any Vice President or other officer or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general, he shall perform all duties incident to the office of the Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time. In the event the Board of Directors determines not to elect a Chairman of the Board or a Vice Chairman of the Board, or in the event of his or their absence or disability, the President shall perform the duties of the Chairman of the Board and when so acting shall have all the powers of and be subject to all of the duties and restrictions imposed upon the Chairman of the Board. 5/ Section 8. Chairman of the Board as Chief Executive Officer. The Board of Directors may designate the Chairman of the Board, the Vice Chairman of the Board or the President, as the Chief Executive Officer of the Corporation. In any such event, the Chairman of the Board, the Vice Chairman of the Board or the President, shall assume all authority, power, duties and responsibilities otherwise appointed to the President pursuant to Section 7, and all references to the President in these By-Laws shall be regarded as references also to the Chairman of the Board or Vice Chairman of the Board, as such Chief Executive Officer, except where a contrary meaning is clearly required. In further consequence of designating the Chairman of the Board or the Vice Chairman of the Board as the Chief Executive Officer, the President shall thereby become the Chief Operating Officer of the Corporation. He shall, in the absence of the Chairman of the Board or of the Vice Chairman of the Board, preside at all meetings of shareholders and Directors. During the absence or disability of the Chairman of the Board or the Vice Chairman of the Board, he shall exercise the functions of the Chief Executive Officer of the Corporation. He shall have authority to sign all certificates, contracts, and other instruments of the Corporation necessary or proper to be executed in the course of the Corporation's regular business or which shall be authorized by the Board of Directors and shall perform all such other duties as are incident to his office or are properly required of him by the Board of Directors, the Chairman of the Board or the Vice Chairman of the Board. He shall have the authority, subject to such rules, directions, or orders, as may be prescribed by the Chairman of the Board or the Vice Chairman of the Board, or the Board of Directors, to appoint and terminate the appointment of such agents and employees of the Corporation as he shall deem necessary, to prescribe their power, duties and compensation and to delegate authority to them. 5/ Section 9. The Vice Presidents. At the time of election, one or more of the Vice Presidents may be designated Executive Vice President and one or more of the Vice Presidents may be designated Senior Vice President. In the absence of the President or in the event of his death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Executive Vice President, or if more than one, the Executive Vice Presidents in the order designated at the time of their election, or in the absence of any such designation, then in the order of their election, or in the event of his or their inability to act then the Senior Vice President or if more than one, the Senior Vice Presidents in the order designated at the time of their election, or in the absence of any such designation then in the order of their election, or in the event of his or their inability to act, then the other Vice Presidents in the order designated at the time of their election, or in the absence of any such designation, then in the order of their election, shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign with the Secretary or Assistant Secretary certificates for shares of the Corporation and shall perform such other duties as from time to time may be assigned to him by the President or the Board of Directors. 5/ Section 10. The Secretary. The Secretary shall: (a) keep the minutes of the meetings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the Corporate Records and of the Seal of the Corporation and see that the Seal of the Corporation is affixed to all documents the execution of which on the behalf of the Corporation under its seal is duly authorized; (d) keep or arrange for the keeping of a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors. 5/ Section 11. The Treasurer. The Treasurer shall: (a) have charge and custody and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Section 4, Article V; and (c) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. 5/ Section 12. Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the President or a Vice President certificates for shares of the Corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors. 5/ Section 13. Other Assistants and Acting Officers. The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or as agent for the Corporation in his stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he is so appointed to be assistant, or as to which he is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors. 5/ Section 14. Salaries. The salaries of the principal officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. 4/5/16/ Section 15. Liability of Directors and Officers and Employee Fiduciaries. No Director shall be liable to the Corporation, its shareholders, or any person asserting rights on behalf of the Corporation or its shareholders, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a Director, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following: (a) willful failure to deal fairly with the Corporation or its shareholders in connection with a matter in which the Director has a material conflict of interest; (b) violation of criminal law, unless the Director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) transaction from which the Director derived an improper personal profit; (d) willful misconduct. No person shall be liable to the Corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as an officer, or employee fiduciary as that term is defined in the Employment Retirement Security Act of 1974 (hereinafter, and in Section 15 of this Article IV, called "employee fiduciary") of the Corporation or of any other corporation which he serves as an officer, or employee fiduciary at the request of the Corporation, in good faith, if such person (a) exercised and used the same degree of care and skill as a prudent man would have exercised or used under the circumstances in the conduct of his own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the Corporation or upon statements made or information furnished by officers or employees of the Corporation which he had reasonable grounds to believe to be true. The foregoing shall not be exclusive of other rights and defenses to which he may be entitled as a matter of law. 4/5/16/ Section 16. Indemnity of Officers and Directors and Employee Fiduciaries. Every person who is or was a Director or officer or employee fiduciary of the Corporation, and any person who may have served at its request as a Director or officer or employee fiduciary of another Corporation in which it owns shares of capital stock or of which it is a creditor, shall (together with the heirs, executors and administrators of such person) be indemnified by the Corporation against all costs, damages and expenses asserted against, incurred by or imposed upon him in connection with or resulting from any claim, action, suit or proceeding, including criminal proceedings, to which he is made or threatened to be made a party by reason of his being or having been such Director or officer or employee fiduciary, upon a determination by or on behalf of the Corporation that the Director, officer or employee fiduciary did not breach or fail to perform a duty constituting any of the following: (a) willful failure to deal fairly with the Corporation or its shareholders in connection with a matter in which the Director or officer has a material conflict of interest; (b) violation of the criminal law, unless the Director or officer had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) transaction from which the Director or officer derived an improper personal profit; (d) willful misconduct. This indemnity shall include reimbursement of amounts and expenses incurred and paid in settling any such claim, action, suit or proceeding. The termination of a proceeding by judgment, order, settlement or conviction or upon a plea of guilty or nolo contendere or its equivalent shall not create a presumption that such Director or officer or employee fiduciary is not entitled to indemnification under this Section 16. The Corporation, by its Board of Directors, may indemnify in like manner, or with any limitations, any employee or former employee of the Corporation with respect to any action taken or not taken in his capacity as such employee. The foregoing rights of indemnification shall be in addition to all rights to which officers, Directors or employees may be entitled as a matter of law. ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS 3/ Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the Corporation shall be executed in the name of the Corporation by the President or one of the Vice Presidents and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary, when necessary or required, shall affix the Corporate Seal thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers. Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances. Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of resolution of the Board of Directors. Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as may be selected by or under the authority of the Board of Directors. ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFERS Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. Section 2. Facsimile Signatures and Seal. The Seal of the Corporation on any certificates for shares may be a facsimile. The signatures of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. Section 3. Signature by Former Officers. In case any officer who has signed or whose facsimile signature has been placed upon any certificate for shares, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue. Section 4. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or the Corporation's transfer agent, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. Section 5. Lost, Destroyed or Stolen Certificates. Where the owner claims that his certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the Corporation has notice that such shares have been acquired by a bona fide purchaser, and (b) files with the Corporation a sufficient indemnity bond, and (c) satisfies such other reasonable requirements as the Board of Directors may prescribe. Section 6. Stock Regulations. The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the Statutes of the State of Wisconsin as they may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation. ARTICLE VII. FISCAL YEAR 20/ Section 1. Fiscal Year. The fiscal year of the Corporation shall end on the thirty-first day of December of each calendar year. ARTICLE VIII. DIVIDENDS Section 1. Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation. Section 2. Record Date. The Board of Directors may, but shall not be obligated to, order the stock books of the Corporation closed so as to prevent any stock from being transferred of record for a period not exceeding two (2) weeks prior to the date fixed for the payment of any dividend, or in the alternative, may fix a record date for the determination of those shareholders entitled to receive such dividend, which record date, if so fixed, shall be not more than four (4) weeks prior to the date fixed for the payment of such dividend. ARTICLE IX. SEAL Section 1. Seal. The Board of Directors shall provide a Corporate Seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the State of Incorporation and the words "Corporate Seal." 6/ ARTICLE X. AMENDMENTS Section 1. By Shareholders. These By-Laws may be altered, amended or repealed and new By-Laws adopted by a vote of the holders of a majority of outstanding shares entitled to vote which are present at any annual or special meeting of the shareholders at which a quorum is in attendance; provided, however, that no amendment of Section 2 of Article II, or of Section 2 or Section 9 of Article III, or of this Article X, by the shareholders shall be effective unless it shall have been adopted by a vote of the holders of not less than two-thirds (2/3) of all outstanding shares entitled to vote. Section 2. By Directors. These By-Laws may also be altered, amended or repealed and new By-Laws adopted by the Board of Directors by affirmative vote of a majority of the entire Board of Directors, but no By-Law adopted by the shareholders shall be amended or repealed by the Board of Directors if the By-Law so adopted so provides. 21/ Section 3. Implied Amendments. Any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the By-Laws then in effect but is taken or authorized by a vote that would be sufficient to amend the By-Laws so that the By-Laws would be consistent with such action, shall be given the same effect as though the By-Laws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized. THIS INSTRUMENT DRAFTED BY ATTORNEY A. F. RANKIN, MANITOWOC, WISCONSIN EX-10 3 EXHIBIT 10.1(b) 1994 10-K EXCERPT FROM MINUTES OF THE MANITOWOC COMPANY, INC. BOARD OF DIRECTORS MEETING HELD ON APRIL 26, 1994 RESOLVED that The Manitowoc Company, Inc. Deferred Compensation Plan, as effective July 4, 1993, is amended, effective as of this date, as follows: 1. Section 3.4 shall be revised to read in its entirety as follows: 3.4 A non-employee director Participant may make a deferral election with respect to all or part of his Compensation, in increments of five percent (5%). A key employee Participant may make separate deferral elections, in whole percentages, with respect to regular pay and incentive bonuses. Deferral elections shall not exceed forty percent (40%) of regular pay for any Plan Year and deferral elections with regard to incentive bonuses are not subject to a percentage maximum; provided, however, that the maximum amount of Compensation of a key employee Participant for any Plan Year which may be considered for purposes of determining the Company contribution authorized by Section 7.1 shall not exceed twenty-five percent (25%) for any Plan Year. Deferral elections remain in effect from year to year until modified or revoked in accordance with Plan rules. 2. Section 7.1 is amended by adding at the end thereof "and Section 3.4". FURTHER RESOLVED, that the foregoing changes shall be incorporated in revised pages of the Plan. FURTHER RESOLVED, that the Treasurer of the Company is authorized and directed to make any technical amendments to the continuing Plan in order to facilitate the foregoing amendments. FURTHER RESOLVED, that the foregoing Plan amendments do not materially increase benefits provided by the Company to Plan Participants such that additional stockholder approval under Section 9.5 of the Plan is not required. EX-13 4 EXHIBIT 13 1994 10-K PORTIONS OF THE 1994 ANNUAL REPORT TO SHAREHOLDERS OF THE MANITOWOC COMPANY, INC. INCORPORATED BY REFERENCE
QUARTERLY COMMON STOCK PRICE RANGE The company's common stock is traded on the New York Stock Exchange. Prior to May 27, 1993, the stock was traded over-the-counter on the NASDAQ National Market System. 1994 1993 1992 ------------------------ ------------------------ ----------------------- Quarter High Low Close High Low Close High Low Close ---- ---- ----- ---- ---- ----- ---- ---- ----- 1st $33.25 $30.38 $31.50 $23.50 $19.00 $23.13 $21.00 $18.00 $18.00 2nd 33.13 31.00 32.25 27.50 22.50 26.00 21.25 17.25 19.25 3rd 32.38 27.75 27.75 29.50 24.88 28.00 23.75 19.38 22.00 4th 28.25 24.88 25.13 32.50 27.75 32.25 24.50 21.25 21.88
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION CONSOLIDATED During fiscal 1994, The Manitowoc Company's consolidated sales were down slightly to $275.4 million from $278.6 million in 1993. Sales were $246.4 million in 1992. The 1% decrease in 1994 sales was caused by a 13% decline in crane sales, which was not fully offset by a 14% increase in foodservice sales, and a 40% increase in marine sales. Overall, the gross margin percentage was 25%, up from 20% in 1993 and 22% in 1992. The gross margin in fiscal 1993 was adversely impacted by a $9.7-million crane inventory charge and a $4.3-million crane product liability settlement. Without these items, fiscal 1993 gross margin would have been 25%. Cost of goods sold, as computed using the last-in, first-out (LIFO) method of accounting for inventories, was reduced in both fiscal 1994 and 1993 due to inventory quantity reductions. As a result of lower inventories, LIFO accounting added $1.7 million to net earnings in 1994 and $1.9 million in 1993. These increases were partially offset by increases in product liability, environmental and other general reserves of $0.7 million and $1.2 million, respectively. In fiscal 1993, the company adopted Statement of Financial Accounting Standards (SFAS) No. 106 "Employer's Accounting For Postretirement Benefits Other Than Pensions" and SFAS No. 109 "Accounting For Income Taxes" effective June 28, 1992. The cumulative effect of adopting these standards was recorded as a charge to earnings in 1993 of $8.0 million and $2.2 million for SFAS No. 106 and 109, respectively. Engineering, selling and administrative expenses were $46.8 million, down slightly from $47.4 million in 1993, but up 7% from $44.0 million in 1992. The Manitex relocation costs of $3.3 million increased administrative expenses in 1993. Operating earnings were $21.1 million in 1994, compared to $8.3 million in 1993 and $10.5 million in 1992. The drop in 1993 operating margin was caused by the unusual expenses described above. The effective income tax rate, exclusive of the effect of accounting changes, was 38%, up from 29% in 1993 and 1992. See Note 6 in the Notes To Consolidated Financial Statements for a reconciliation of the federal income tax at statutory rates and the provision for income taxes as reported. Net earnings increased substantially in 1994 to $14 million, compared to a loss of $3.9 million in 1993. The net earnings decline in 1993 was due to the crane inventory charges, a crane product liability settlement, the Manitex relocation expenses and the implementation of SFAS 106 and SFAS 109. [GRAPH NO. 1 -- Reversing a four-year decline, Manitowoc's operating earnings rebounded to $21 million during fiscal 1994. See Appendix A] CRANES AND RELATED PRODUCTS Cranes and related products sales were down 13% to $156.3 million, compared to $178.6 million in 1993. Crane sales were $155.7 million in 1992. The 1994 decline in revenues was largely caused by a decline in large crawler crane orders that began late in the first half of the year. This decline was experienced at Manitowoc Engineering Company, our crawler crane manufacturer, and our company owned dealerships. The crane backlog was $46.5 million at the end of 1992, $57.7 million at the end of 1993, and $26.9 million at the end of 1994. Parts and service revenues were $36.2 million for the year compared to about $36.8 million in 1993 and 1992. Revenues from fleet rentals were $5.8 million in 1994, $8.8 million in 1993 and $4.9 million in 1992. Export sales were $44.3 million in 1994, compared to $54.6 million in 1993 and $31.2 million in 1992. In addition, foreign sales from our non-U.S. operations were $14.1 million, compared to $14.5 million in 1993 and $25.2 million in 1992. Crane segment operating earnings in fiscal 1994 were $2.3 million compared to losses of $5.3 million and $0.9 million in 1993 and 1992, respectively. Included in the 1993 loss were: a $3.3 million boom truck crane plant relocation charge, a $9.7 million charge for inventory write downs, and $4.3 million for a product liability settlement. Fiscal 1994 operating margins were adversely affected by losses in the boom truck crane and company owned dealership businesses, as well as costs incurred in the formation and start-up of West-Manitowoc. FOODSERVICE Foodservice products revenues were up 14% to $93.2 million. Fiscal 1993 sales of $81.4 million were up 10% from $74.2 million in 1992. The continued upward trend is due to steady growth in reach-in refrigerator and freezer sales, a generally improving North American ice machine market, a warmer than normal spring in 1994, and continued success of the new B-models introduced during the second quarter of fiscal 1993. Export sales were $11.4 million, up 14% and 36% from 1993 and 1992, respectively. Operating earnings in the foodservice segment jumped to $21.6 million in 1994, compared to $18.3 million in 1993, and $17.6 million in 1992, on continually increasing revenues. Operating margins have held steady at about 23% during this three-year period. MARINE Marine segment sales jumped 40% to $26.0 million, compared to $18.5 million in 1993. Fiscal 1992 sales were $16.5 million. The acquisition of the Toledo and Cleveland ship-repair operations in mid fiscal 1992 added $9.4 million to sales during the year, as well as adding $9.3 million to revenues in 1993 and $5.1 million in 1992. The Sturgeon Bay, Wisconsin, operation experienced a $7.3 million increase in sales in 1993 due to the pick-up associated with being at the top of the five-year cycle with respect to dry docking of the 1,000-foot vessels plying the Great Lakes, and a general increase in demand for ship repair. Fiscal 1994 saw a 313% increase in marine segment operating earnings, from $0.6 million in 1993 to $2.4 million. Comparable earnings for 1992 were $0.3 million. The increase in earnings over this three-year period reflect the much higher revenues and a more favorable product mix. [GRAPH NO. 2 -- In 1994, Manitowoc's gross margin improved $12 million, up 21% from $55.7 million in 1993. See Appendix A] LIQUIDITY AND CAPITAL RESOURCES Cash flow from operations was $37.0 million compared to $62.7 million in 1993, $28.3 million in 1992 and $6.5 million in 1991. Cash flow in 1991 was depressed by a $14.2 million increase in working capital (excluding cash and marketable securities), primarily from inventory increases. Subsequently, 1992, 1993, and 1994 cash flows were increased by working capital (excluding cash and marketable securities) reductions of $7.2 million, $45.5 million, and $16.8 million, respectively primarily due to lower inventories. The principal uses of cash in fiscal 1994 were $31.1 million to repurchase stock, $10.7 million for the purchase of Femco Machine Co., $5.3 million for capital expenditures, and $8.7 million for dividends. Cash and marketable securities were $30.1 million at year-end, down from $48.8 million in 1993 and $37.4 million in 1992. Inventories were down to $31.2 million from $34.2 million in 1993, $64.9 million in 1992, and $84.3 million in 1991. The reduction is the result of a concerted and ongoing program to eliminate slow-moving and obsolete inventory, and improve inventory turns while enhancing our competitive position with respect to customer responsiveness. Since September 8, 1992, the board of directors has authorized the company to repurchase a total of 3 million shares of common stock. During 1994, the company repurchased 1.1 million shares of its common stock through open market purchases at an average cost of $29 per share. At the end of the year 762,000 shares remained under authorization. The Company continues to be debt free and expects that current cash reserves and future cash flow from operations will meet foreseeable liquidity requirements. The United States Environmental Protection Agency (EPA) has identified the company as a potentially responsible party (PRP) under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA), liable for the costs associated with investigating and cleaning up contamination at the Lemberger Landfill Superfund Site (the Site) near Manitowoc, Wisconsin. Eleven of the potentially responsible parties have formed a group (the Lemberger Site Remediation Group, or LSRG) and have successfully negotiated with the EPA and Wisconsin Department of Natural Resources to settle the potential liability at the Site and fund the cleanup. Approximately 150 PRP's have been identified as having shipped substances to the Site. Recent estimates indicate that the total cost to clean up the site could be as high as $25 million; however, the ultimate remediation methods and appropriate allocation of costs for the Site are not yet final. Although liability is joint and several, the company's percentage share of liability is estimated to be 5% of the total cleanup costs, but could increase to 15% if no participation agreements are made between the LSRG and any other PRP's. In connection with this matter, the company expenses $1.6 million, $0.5 million and $0.9 million in 1994, 1993, and 1992, respectively, for its estimated portion of the cleanup costs. In addition, the company has notified its insurance carrier requesting reimbursement of incurred and future costs at the Site. Settlement of this claim is uncertain; a recent Wisconsin Supreme Court decision did not require an insurer to pay similar costs. Any recoveries from the insurance carrier will be recognized when received. In November 1992, the Financial Accounting Standards Board (FASB) issued Statement No. 112, "Employers' Accounting for Postemployment Benefits," which will be effective in fiscal year 1995. The adoption of this statement will have no impact on the company's consolidated financial statements. In May 1993, the FASB issued Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities," which will be effective in fiscal year 1995. The company expects the adoption of the new statement will not have a material effect on the company's consolidated financial statements. [GRAPH NO. 3 -- Although export shipments have risen and fallen in individual years, the general trend has remained upward over the past five years. See Appendix A]
ELEVEN-YEAR RECORD (In thousands, except shares and per share data) Eleven-Year Financial Summary & Business Segment Information 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985 1984 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- NET SALES: Cranes and related products $156,253 $178,630 $155,743 $147,554 $117,464 $102,430 $ 81,593 $46,571 $ 65,111 $ 56,879 $ 63,059 Foodservice 93,171 81,424 74,175 73,944 74,612 74,431 72,986 72,501 69,476 75,583 76,351 Marine 25,956 18,504 16,471 14,689 33,752 23,735 17,710 103,995 87,625 12,143 50,314 - - ------------------------------------------------------------------------------------------------------------------------------------ Total $275,380 $278,558 $246,389 $236,187 $225,828 $200,596 $172,289 $223,067 $222,212 $144,605 $189,724 - - ------------------------------------------------------------------------------------------------------------------------------------ Gross margin: $ 67,924 $ 55,785 $ 54,443 $ 58,062 $ 54,366 $ 50,860 $ 37,033 $ 29,921 $ 28,332 $ 34,244 $ 47,617 - - ------------------------------------------------------------------------------------------------------------------------------------ EARNINGS (LOSS) FROM OPERATIONS: Cranes and related products $ 2,275 $ (5,261) $ (850) $ 7,602 $ 5,490 $ 3,454 $ (1,974)$ 4,532 $ (45,000) $(13,485) $(7,991) Foodservice 21,637 18,311 17,585 17,364 19,387 18,468 17,203 17,910 17,735 26,357 28,717 Marine 2,447 593 278 (973) 6,497 3,416 (15,921) (9,693) (7,260) (5,726) 1,631 General corporate* (5,274) (5,296) (6,545) (5,734) (6,094) (5,623) (4,744) (3,628) (6,026) - - - - ----------------------------------------------------------------------------------------------------------------------------------- Total 21,085 8,347 10,468 18,259 25,280 19,715 (5,436) 9,121 (40,551) 7,146 22,357 Other income - net 1,494 582 1,104 2,233 5,077 4,527 4,187 7,510 8,154 11,591 6,229 - - ----------------------------------------------------------------------------------------------------------------------------------- Earnings (loss) before taxes on income 22,579 8,929 11,572 20,492 30,357 24,242 (1,249) 16,631 (32,397) 18,737 28,586 Accounting changes -- 10,214 -- -- -- -- -- -- -- -- -- Provision (credit) for taxes on income 8,536 2,612 3,315 5,060 9,327 7,344 (1,341) 4,868 (18,587) 6,549 11,308 - - ----------------------------------------------------------------------------------------------------------------------------------- Net earnings (loss) $ 14,043 $(3,897) $ 8,257 $15,432 $21,030 $16,898 $ 92 $ 11,763 $ (13,810) $ 12,188 $17,278 - - ----------------------------------------------------------------------------------------------------------------------------------- IDENTIFIABLE ASSETS: Cranes and related products $ 93,823 $105,750 $138,416 $136,995 $115,804 $ 96,623 $ 75,217 $ 61,306 $ 59,321 $ 84,215 $76,792 Foodservice 31,460 29,526 25,608 28,019 24,168 26,074 27,449 33,486 28,465 30,749 29,277 Marine 16,726 16,720 19,253 18,009 22,683 32,451 24,049 41,366 24,824 24,866 28,662 General corporate 43,839 56,015 41,829 35,983 50,143 61,966 82,374 94,628 147,028 104,596 85,754 - - ----------------------------------------------------------------------------------------------------------------------------------- Total $185,848 $208,011 $225,106 $219,006 $212,798 $217,114 $209,089 $230,786 $ 259,638 $244,426 $220,485 - - ----------------------------------------------------------------------------------------------------------------------------------- DEPRECIATION: Cranes & related products $ 4,211 $ 3,875 $ 4,053 $ 3,691 $ 2,895 $ 2,953 $ 3,000 $ 2,972 $ 3,441 $ 4,027 $ 4,755 Foodservice 1,320 1,187 1,090 812 657 771 785 817 850 854 851 Marine 681 756 785 792 748 465 2,362 2,600 2,706 2,750 2,847 General corporate * 61 44 196 234 431 380 327 303 433 -- -- - - ----------------------------------------------------------------------------------------------------------------------------------- Total $ 6,273 $ 5,862 $ 6,124 $ 5,529 $ 4,731 $ 4,569 $ 6,474 $ 6,692 $ 7,430 $ 7,631 $ 8,453 - - ----------------------------------------------------------------------------------------------------------------------------------- NET CAPITAL EXPENDITURES: Cranes and related products $ 3,120 $ 8,648 $ 4,047 $ 6,347 $ 3,130 $ 2,225 $ 2,264 $ 2,580 $ 3,111 $ 3,693 $ 1,078 Foodservice 2,300 2,152 1,099 2,797 748 (169) 229 201 338 753 571 Marine (492) (463) 500 113 197 108 1 112 1,334 624 6 General corporate ** 414 (39) (508) (2,955) 70 586 317 86 187 -- -- - - ----------------------------------------------------------------------------------------------------------------------------------- Total $ 5,342 $ 10,298 $ 5,138 $ 6,302 $ 4,145 $ 2,750 $ 2,811 $ 2,979 $ 4,970 $ 5,070 $ 1,655 - - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE: Net earnings (loss) $ 1.61 $ (.40) $ .80 $ 1.50 $ 2.04 $ 1.64 $ .01 $ 1.08 $ (1.27) $ 1.12 $ 1.59 Dividends 1.00 1.00 1.00 1.00 2.00 .80 .80 .80 .80 .80 .80 Stockholders' equity 11.61 13.06 16.04 16.20 15.66 15.63 14.86 15.70 15.39 17.35 17.07 Average shares outstanding 8,736 9,759 10,321 10,321 10,321 10,335 10,630 10,870 10,868 10,860 10,845 - - ----------------------------------------------------------------------------------------------------------------------------------- Average shares outstanding: 1994 8,736,594 1993 9,759,387 1992 10,320,847 1991 10,320,994 1990 10,321,249 1989 10,335,066 1988 10,630,104 1987 10,870,357 1986 10,867,617 1985 10,859,978 1984 10,844,989 *Prior to 1986, all general corporate expenses were allocated to business segments. **During 1991, certain assets were transferred from general corporate to the cranes and related products segment.
[GRAPH NO. 4 -- By reducing our asset base, Manitowoc is adding value to the company by making better use of its invested capital. See Appendix A]
CONSOLIDATED STATEMENT OF EARNINGS (In thousands, except per share and average shares data) For the Years Ended July 2, 1994, July 3, 1993 and June 27, 1992 1994 1993 1992 ---- ---- ---- EARNINGS: Net Sales $ 275,380 $ 278,558 $ 246,389 ----------- ----------- ----------- Costs and expenses: Cost of sales 207,456 222,773 191,946 Engineering, selling, and administrative expenses 46,839 44,138 43,975 Plant relocation costs -- 3,300 -- ----------- ----------- ----------- Total costs and expenses 254,295 270,211 235,921 ----------- ----------- ----------- Earnings from operations 21,085 8,347 10,468 Interest and dividend income 1,697 1,328 1,861 Other expense - net (203) (746) (757) ----------- ----------- ----------- Earnings before taxes on income and cumulative effect of accounting changes 22,579 8,929 11,572 Provision for taxes on income 8,536 2,612 3,315 ----------- ----------- ----------- Earnings before cumulative effect of accounting changes 14,043 6,317 8,257 Cumulative effect of changes in accounting for postretirement medical benefits and income taxes, net of tax -- (10,214) -- ----------- ----------- ----------- Net earnings (loss) $ 14,043 $ (3,897) 8,257 ----------- ----------- ----------- PER SHARE DATA: Net earnings before cumulative effect of accounting changes $ 1.61 $ .65 $ .80 Cumulative effect of accounting changes -- (1.05) -- ----------- ----------- ----------- Net earnings (loss) $ 1.61 $ (.40) $ .80 ----------- ----------- ----------- AVERAGE SHARES OUTSTANDING 8,736,594 9,759,387 10,320,847 ----------- ----------- ----------- The accompanying summary of significant accounting policies and notes to the consolidated financial statements are an integral part of these statements.
[GRAPH NO. 5 -- Although net sales declined slightly in 1994, Manitowoc's consolidated net sales have risen nearly $50 million, up 21.9% since 1990. See Appendix A ]
CONSOLIDATED BALANCE SHEETS (In thousands, except shares and per share data) As of July 2, 1994 and July 3, 1993 1994 1993 ---- ---- ASSETS: CURRENT ASSETS: Cash and cash equivalents $ 15,094 $ 37,348 Marketable securities 15,008 11,488 Accounts receivable, less allowances of $777 and $807 42,589 49,623 Inventories 31,240 34,200 Prepaid expenses and other 2,956 6,501 Future income tax benefits 10,770 8,841 --------- --------- Total current assets 117,657 148,001 --------- --------- Intangibles and other - net 4,859 3,030 Property, plant and equipment - net 63,332 56,980 --------- --------- Total assets $ 185,848 $ 208,011 --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY: CURRENT LIABILITIES: Accounts payable and accrued expenses $ 53,784 $ 52,884 Income taxes payable 4,859 128 Product warranties 4,967 5,393 --------- --------- Total current liabilities 63,610 58,405 --------- --------- NON-CURRENT LIABILITIES: Product warranties 3,129 2,712 Deferred income taxes 1,310 2,357 Deferred employee expenses 17,688 17,177 Deferred income 3,811 5,765 Other 2,441 2,159 --------- --------- Total non-current liabilities 28,379 30,170 --------- --------- Commitments and contingencies STOCKHOLDERS' EQUITY: Common stock (10,887,847 shares issued in both years) 109 109 Preferred stock -- -- Additional paid-in capital 31,115 31,115 Cumulative foreign currency translation adjustments (410) (569) Retained earnings 134,433 129,078 Treasury stock, at cost (71,388) (40,297) --------- --------- Total stockholders' equity 93,859 119,436 --------- --------- Total liabilities and stockholders' equity $ 185,848 $ 208,011 --------- --------- The accompanying summary of significant accounting policies and notes to the consolidated financial statements are an integral part of these balance sheets.
[GRAPH NO. 6 -- With our tighter focus on improving the use of invested capital, Manitowoc has aggressively cut inventories by $50 million since 1991. See Appendix A]
CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands) For the years ended July 2, 1994, July 3, 1993 and June 27, 1992 1994 1993 1992 ---- ---- ---- CASH FLOWS FROM OPERATIONS: Net earnings (loss) $ 14,043 $ (3,897) $ 8,257 Non-cash adjustments to income: Depreciation and amortization 6,401 6,048 6,300 Deferred income taxes (2,976) (1,449) 672 Accounting changes -- 10,214 -- Plant relocation costs -- 3,300 -- Changes in operating assets and liabilities excluding effects of business acquisitions: Accounts receivable 9,352 7,259 (12,457) Inventory 6,438 30,660 19,740 Other current assets 3,592 (3,403) (726) Current liabilities 1,723 11,023 793 Non-current liabilities 669 1,606 642 Deferred income (1,954) 736 5,029 Non-current assets (293) 603 -- --------- --------- --------- Net cash provided by operations 36,995 62,700 28,250 --------- --------- --------- CASH FLOWS FROM INVESTING: Proceeds from sale (purchase) of marketable securities - net (3,520) (5,994) 3,571 Capital expenditures (5,342) (10,298) (5,138) Business acquisitions - net of cash acquired (10,685) -- (2,593) Acquisition of other assets -- -- (2,270) --------- --------- --------- Net cash used for investing (19,547) (16,292) (6,430) --------- --------- --------- CASH FLOWS FROM FINANCING: Dividends paid (8,688) (9,762) (10,321) Treasury stock purchases (31,091) (30,518) -- --------- --------- --------- Net cash used for financing (39,779) (40,280) (10,321) --------- --------- --------- Effect of exchange rate changes on cash 77 (686) 262 --------- --------- --------- Net change in cash and cash equivalents (22,254) 5,442 11,761 Balance at beginning of year 37,348 31,906 20,145 --------- --------- --------- Balance at end of year $ 15,094 $ 37,348 $ 31,906 --------- --------- --------- SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 192 $ 45 $ 85 ---------- --------- --------- Income taxes paid $ 6,895 $ 8,076 $ 4,174 ---------- --------- --------- The accompanying summary of significant accounting policies and notes to the consolidated financial statements are an integral part of these statements.
[GRAPH NO. 7 AND 8 -- Although net earnings have varied considerably during the past five years, Manitowoc has generated substantial cash flow to fund its business, make acquisitions, pay dividends, and initiate a stock repurchase program. See Appendix A]
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except shares and per share data) For the years ended July 2, 1994, July 3, 1993 and June 27, 1992 1994 1993 1992 ---- ---- ---- COMMON STOCK - SHARES OUTSTANDING Balance at beginning of year 9,146,501 10,320,847 10,320,847 Treasury stock purchases (1,063,654) (1,174,346) -- ------------ ------------ ------------ Balance at end of year 8,082,847 9,146,501 10,320,847 ------------ ------------ ------------ COMMON STOCK - PAR VALUE: Balance at beginning of year $ 109 $ 109 $ 109 ------------ ------------ ------------ Balance at end of year $ 109 $ 109 $ 109 ------------ ------------ ------------ ADDITIONAL PAID-IN CAPITAL: Balance at beginning of year $ 31,115 $ 31,115 $ 31,116 Shares forfeited under stock plan - net -- -- (1) ------------ ------------ ------------ Balance at end of year $ 31,115 $ 31,115 $ 31,115 ------------ ------------ ------------ CUMULATIVE FOREIGN CURRENCY TRANSLATION ADJUSTMENTS: Balance at beginning of year $ (569) $ 1,399 $ 855 Foreign currency translation adjustment 159 (1,968) 544 ------------ ------------ ------------ Balance at end of year $ (410) $ (569) $ 1,399 ------------ ------------ ------------ RETAINED EARNINGS: Balance at beginning of year $ 129,078 $ 142,737 $ 144,811 Net earnings (loss) 14,043 (3,897) 8,257 Cash dividends, $1.00 per share (8,688) (9,762) (10,331) ------------ ------------ ------------ Balance at end of year $ 134,433 $ 129,078 $ 142,737 ------------ ------------ ------------ TREASURY STOCK: Balance at beginning of year $ (40,297) $ (9,779) $ (9,779) Treasury stock purchases (31,091) (30,518) -- ------------ ------------ ------------ Balance at end of year $ (71,388) $ (40,297) $ (9,779) The accompanying summary of significant accounting policies and notes to the consolidated financial statements are an integral part of these statements.
[GRAPH NO. 9 -- Since beginning a stock buy-back program in September, 1992, Manitowoc has repurchased 2.2 million shares, thereby increasing the equity of our remaining shareholders. See Appendix A] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (in thousands) PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the company and its wholly owned domestic and non-U.S. subsidiaries. Significant intercompany balances and transactions have been eliminated. FISCAL YEAR The company's fiscal year ends on the Saturday nearest June 30. In August, 1994, the Board of Directors approved a change in its fiscal year end to December 31. INVENTORIES Inventories are stated at the lower of cost or market as described in Note 4. Advance payments from customers are netted against inventories to the extent of related accumulated costs. Advance payments at July 2, 1994 and July 3, 1993 were $2,063 and $3,846, respectively. Advance payments received in excess of related costs on uncompleted contracts are classified as accrued expenses. REVENUE RECOGNITION Revenues and expenses in all three segments are generally recognized upon shipment. Revenues and costs on contracts for long-term projects are recognized on the percentage-of-completion method, commencing when work has progressed to a state where estimates are reasonably accurate. These estimates are reviewed and revised periodically throughout the lives of the contracts, and adjustments to income resulting from such revisions are recorded in the accounting period in which the revisions are made. Estimated losses on such contracts are recognized in full when they are identified. During fiscal 1994 and 1993, there were no such long-term projects. FOREIGN CURRENCY TRANSLATION The financial statements of the company's non-U.S. subsidiaries are translated in accordance with Statement of Financial Accounting Standards (SFAS) No. 52. Under SFAS No. 52, asset and liability accounts are translated at the current exchange rate and income statement items are translated at the weighted average exchange rate for the year. Resulting translation adjustments are recorded directly to a separate component of stockholders' equity. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is depreciated over the estimated useful lives of the assets. The company adopted the straight- line depreciation method for financial statement purposes for all property acquired after June 29, 1991. Property acquired prior to June 30, 1991, is depreciated using the sum-of-the-years- digits method. INTANGIBLE ASSETS Costs in excess of net assets of businesses acquired are amortized on the straight-line basis over their estimated beneficial lives, not to exceed 40 years. Subsequent to an acquisition, the company continually evaluates whether later events and circumstances have occurred that indicate the remaining estimated useful life of goodwill may warrant revision or that the remaining balance of goodwill may not be recoverable. When factors indicate that goodwill should be evaluated for possible impairment, the company uses an estimate of the related business's discounted net cash flows over the remaining life of the goodwill in measuring whether the goodwill is recoverable. Intangible assets at July 2, 1994 and July 3, 1993 were $4,208 and $2,550, respectively, net of accumulated amortization of $1,314 and $1,186, respectively. RESEARCH AND DEVELOPMENT Research and development costs are charged to expense as incurred and amount to $2,439, $2,209, and $3,582 in 1994, 1993, and 1992, respectively. NET EARNINGS PER COMMON SHARE Net earnings per common share is based on weighted average shares outstanding during each year. STATEMENT OF CASH FLOWS All short-term investments purchased with an original maturity of three months or less are considered cash equivalents. RECLASSIFICATIONS Certain reclassifications have been made to the financial statements of prior years to conform to the presentation for 1994. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except shares and per share data) 1 ______________________________________________________________________ ACCOUNTING CHANGES a.Postretirement Benefits - During the third quarter of fiscal 1993, the company adopted Statement of Financial Accounting Standards (SFAS) No. 106 "Employers' Accounting for Postretirement Benefits Other Than Pensions", effective June 28, 1992. The standard requires that the expected cost of postretirement health care benefits be charged to expense during the years that employees render service. In applying the pronouncement, the company recorded a one-time, non-cash, pre-tax charge against earnings as of the beginning of fiscal year 1993 of $13,073 as a change in accounting principle. On an after-tax basis, this charge was $7,974 or $.82 per share. b.Income Taxes - In the third quarter of 1993, the company adopted SFAS No. 109 "Accounting for Income Taxes", effective June 28, 1992. Under the liability method prescribed by SFAS 109, deferred taxes are provided, based upon enacted tax laws and rates applicable to the periods in which the taxes become payable. The cumulative effect of adopting the standard was recorded as a change in accounting principle at the beginning of fiscal 1993, with a charge to earnings of $2,240 or $.23 per share. 2 ____________________________________________________________________ PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is summarized as follows: 1994 1993 ---- ---- Land $ 3,812 $ 3,424 Buildings 62,797 64,109 Drydocks and dock fronts 22,040 22,040 Machinery, equipment and tooling 86,816 74,974 Construction in progress 3,546 3,548 -------- -------- Total cost 179,011 168,095 Less accumulated depreciation (115,679) (111,115) -------- -------- Property, plant and equipment - net $ 63,332 $ 56,980 -------- --------
3 ______________________________________________________________________ MARKETABLE SECURITIES AND LINES OF CREDIT Marketable securities are stated at cost, which approximates market value. At July 2, 1994, bank lines of credit aggregating $14,000 were available to the company. The company has agreed to maintain average unrestricted compensating balances ranging from 4.5% to 5.0% for each line. There were no outstanding borrowings against these lines at the end of any of the years presented. In May 1993, the Financial Accounting Standards Board issued SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." SFAS No. 115 sets forth the accounting and reporting for investments in equity securities that have readily determinable fair values and for all investments in debt securities. The company is required to adopt the new accounting and disclosure rules contained in SFAS No. 115 effective July 3, 1994, as a change in accounting principle. Based on a preliminary review, the company expects the adoption of the new standard will not have a material effect on the company's consolidated results of operations. 4 ______________________________________________________________________ INVENTORIES The components of inventory and their valuation methods are summarized as follows:
1994 1993 ---- ---- Components: Raw materials $ 11,275 $ 12,512 Work-in-process 19,463 19,262 Finished goods 20,787 24,887 --------- --------- Total inventories at FIFO costs 51,525 56,661 Excess of FIFO costs over LIFO value (20,285) (22,461) --------- --------- Total inventories $ 31,240 $ 34,200 --------- ---------
Inventory is carried at lower of cost or market using the first-in, first-out (FIFO) method for 61% and 47% of total inventory for 1994 and 1993, respectively. The remainder of the inventory is costed using the last-in, first-out (LIFO) method. A portion of the inventory represents inventory held for sale or lease; $249 in 1994 and $937 in 1993. The cost of this inventory is amortized to cost of sales as a percentage of lease revenue. Accumulated amortization on such inventory at July 2, 1994, and July 3, 1993, was $18 and $101, respectively. Inventory quantity reductions during 1994 and 1993 resulted in lower cost of goods sold computed under the LIFO method due to lower costs prevailing in prior periods. The increase in net earnings for 1994 and 1993 was $ 1,726 and $1,897, respectively. 5 ______________________________________________________________________ ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses are summarized as follows: 1994 1993 ---- ---- Trade accounts payable $ 17,305 $ 22,890 Customer progress payments 4,146 5,666 Vacation accrual 3,137 3,014 Profit sharing 6,576 5,225 Product liability 7,175 4,655 Miscellaneous accrued expenses 15,445 11,434 -------- -------- Total $ 53,784 $ 52,884 -------- --------
6 ______________________________________________________________________ INCOME TAXES The company changed its method of accounting for income taxes from the deferred method to the liability method required by SFAS No. 109. This new standard requires that a deferred tax be recorded to reflect the tax expense (benefit) resulting from the recognition of temporary differences. Temporary differences are differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. This standard was adopted effective June 28, 1992, using the cumulative catch-up method. At July 2, 1994, unamortized deferred investment tax credits were $ 699. In addition, United States income taxes have not been provided on undistributed earnings of foreign subsidiaries which are considerd to be permanently invested. At July 2, 1994, the amount of unremitted earnings of the foreign subsidiaries totaled $11,764.
Components of earnings before income taxes and the cumulative effect of accounting changes are as follows: 1994 1993 1992 ---- ---- ---- Earnings before income taxes: Domestic $ 22,089 $ 8,348 $ 10,027 Foreign 490 581 1,545 -------- -------- -------- Total $ 22,579 $ 8,929 $ 11,572 -------- -------- --------
Provision (benefit) for taxes on income before the cumulative effect of accounting changes are as follows: 1994 1993 1992 ---- ---- ---- Current: Federal $ 9,138 $ 2,812 $ 2,091 State 2,358 821 220 Foreign 16 428 332 -------- -------- -------- Total current 11,512 4,061 2,643 -------- -------- -------- Deferred: Federal and state (3,120) (1,138) 484 Foreign 144 (311) 188 -------- -------- -------- Total deferred (2,976) (1,449) 672 -------- -------- -------- Provision for taxes on income $ 8,536 $ 2,612 $ 3,315 -------- -------- --------
Federal income tax at statutory rates and the provision for income taxes as reported are reconciled as follows: 1994 1993 1992 ---- ---- ---- Federal income tax at statutory rate $ 7,903 $ 3,036 $ 3,935 State income taxes, net of federal income tax benefit 1,140 656 395 Tax-exempt investment income -- (37) (328) Investment tax credit (96) (144) (189) Tax-exempt FSC income (515) (355) (230) Adjustments to prior years' income tax accruals -- -- (100) Realization of state net operating and general business credit carryforwards -- (477) (242) Other items 104 (67) 74 -------- -------- -------- Provision for taxes on income $ 8,536 $ 2,612 $ 3,315 -------- -------- --------
The deferred income tax accounts for 1994 and 1993 reflect the impact of temporary differences between the value of assets and liabilities for financial reporting purposes and their related value as measured by the tax laws.
A summary of the deferred tax accounts at July 2, 1994, and July 3, 1993, is as follows: 1994 1993 ---- ---- Current deferred assets: Differences between book and tax bases of inventories $ 2,068 $ 1,581 Differences between book and tax bases of receivables 291 336 Product warranty reserves 2,183 1,932 Product liability reserves 2,818 1,798 Other employee related benefits and allowances 1,561 1,414 Other reserves and allowances 1,849 1,780 --------- -------- Total current deferred assets $ 10,770 $ 8,841 --------- -------- Non-current deferred assets and (liabilities): Differences between book and tax bases of fixed assets $ (8,815) $ (8,928) Postretirement benefits other than pensions in excess of tax deductions 7,094 6,343 Severance benefits in excess of tax deductions 533 518 Provisions for long-term product warranty reserves 1,225 1,063 Deferred investment tax credit (699) (795) Other reserves in excess of tax expense (648) (558) --------- -------- Total non-current deferred assets and (liabilities) (1,310) (2,357) --------- --------
The information presented above is in accordance with SFAS No. 109 for the years ended July 2, 1994 and July 3, 1993. The following table identifies the deferred tax items which were part of the company's tax provision for the year ended June 27, 1992:
1992 ---- Deferred DISC income $ (17) Product warranties (35) Product liability 97 Depreciation 1,143 Severance costs (331) Other items (185) ----- Provision for deferred income taxes $ 672 -----
7 ______________________________________________________________________ ACQUISITIONS During the third quarter of fiscal 1994, the company acquired the assets of Femco Machine Co. for $ 10,685 in cash. Femco Machine Co. is a manufacturer of parts for cranes, draglines, and other heavy equipment. The acquisition was accounted for under the purchase method of accounting. The preliminary estimate of the excess of the cost over the fair value of net assets acquired is $1,659, and is being amortized over 25 years. During the third quarter of fiscal 1992, the company acquired the assets of Merce Industries, Inc. for $2,593 in cash. Merce Industries, Inc. operates the ship repair facility owned by the Port Authority of Toledo, Ohio, and had similar operations in Cleveland. The acquisition has been accounted for as a purchase and, accordingly, the acquired assets and liabilities have been recorded at their estimated fair market values as of the date of acquisition. The $1,310 excess of the purchase price over the valuation of the net assets acquired is being amortized on a straight-line basis over 40 years. Femco's and Merce's results of operations subsequent to the date of acquisition are included in the Consolidated Statements of Earnings. Pro forma results of operations are not presented as the amounts do not significantly differ from historical company results. 8 ______________________________________________________________________ STOCKHOLDERS' EQUITY Authorized capitalization consists of 35,000,000 shares of $.01 par value common stock and 3,500,000 shares of $.01 par value preferred stock. None of the preferred shares have been issued. Pursuant to a Rights Agreement dated September 5, 1986, each common share carries with it a Right to purchase additional stock. The Rights are not currently exercisable and cannot be separated from the shares unless certain specified events occur, including the acquisition of 20% or more of the common stock by a person or group, or the commencement of a tender offer for 30% or more of the common stock. In the event a person or group actually acquires 30% or more of the common stock, or if the company is merged with an acquiring person, each Right permits the holder to purchase for $45 common stock having a market value of $90. The Rights expire on September 19, 1996, and may be redeemed by the company for $.05 per Right (in cash or stock) under certain circumstances. On September 8, 1992, the Board of Directors authorized the company to repurchase up to 1.5 million shares of its common stock. In addition, on January 11, 1994 and February 1, 1994, the Board of Directors authorized the repurchase of an additional 500,000 and 1,000,000 shares, respectively. Such repurchases will be in open market or privately negotiated purchases, as the company may determine from time to time. As of July 2, 1994, a total of 2,238,000 shares were purchased pursuant to these authorizations. 9 ______________________________________________________________________ RETIREMENT AND HEALTH CARE PLANS The company provides retirement benefits through noncontributory deferred profit sharing plans covering substantially all employees. Company contributions to the plans are based upon formulas contained in such plans. The company also established, in 1989, a defined contribution plan in which the company matches 25% of participant contributions up to a maximum of 5% of a participant's compensation. Total costs incurred in 1994, 1993, and 1992, were $4,981, $4,896, and $2,385, respectively. The company maintains an employee benefit trust through which group health benefits are funded. Company contributions to the trust were $4,790 in 1994, $4,450 in 1993, and $5,167 in 1992. The company also provides certain health care benefits for eligible retired employees. Substantially all of the company's domestic employees hired before January 1, 1990, may become eligible for these benefits if they reach a normal retirement age while working for the company and satisfy certain years of service requirements.
The components of the 1994 and 1993 periodic postretirement benefit cost are as follows: 1994 1993 ---- ---- Service cost - benefits earned during the year $ 230 $ 237 Interest cost on accumulated postretirement benefit obligation 1,279 1,282 ------- ------- Net periodic postretirement benefit cost $ 1,509 $ 1,519 ------- -------
The components of the accumulated postretirement benefit obligation at July 2, 1994, and July 3, 1993, are as follows: 1994 1993 ---- ---- Retirees $ 10,778 $ 11,314 Active participants 6,228 5,863 Unrecognized gain 682 -- -------- -------- Accumulated postretirement benefit obligation $ 17,688 $ 17,177 -------- --------
The health care cost trend rate assumed in the determination of the accumulated postretirement benefit obligation begins at 11% in 1993, decreases 1% per year to 6% for 1998, and remains at that level thereafter. Increasing the assumed medical trend rates by one percentage point in each year would increase the accumulated postretirement benefit obligation by $2,213 and the aggregate of the service and interest cost components of net periodic postretirement benefit cost by $239. The discount rate used in determining the accumulated postretirement benefit obligation is 8% compounded annually. The plan is unfunded. Retiree health care expense under the cash basis was not material in 1992. 10 ______________________________________________________________________ LEASES In February 1992, the company entered into a sale/leaseback arrangement covering substantially all of its crawler crane and boom truck crane rental fleets. The initial sale totaled $25,641. Subsequently, terminations of $10,524, $6,717, and $ 1,774, and sales of $6,286, $17,940, and $6,254 for 1994, 1993, and 1992, respectively, were made under this arrangement. The leaseback agreements for the fleet cover terms of 5 and 7 years and are being accounted for as operating leases. The gains on the sales of the fleet inventory were deferred and are being recognized over the term of the leases or at the time the inventory is otherwise sold to third parties. The company leases various other property, plant and equipment. Terms of the leases vary, but generally require the company to pay property taxes, insurance premiums, and maintenance costs associated with the leased property. Rental expense attributable to operating leases, including the sale/leaseback arrangements, was $7,816 in 1994, $7,480 in 1993, and $2,635 in 1992. Total minimum rental obligations under noncancellable operating leases, as of July 2, 1994, aggregated $39,067 and were payable as follows: 1995.......$ 7,168 1998............$ 4,903 1996.......$ 6,931 1999............$ 3,558 1997.......$ 6,127 Thereafter......$10,380 11 ______________________________________________________________________ BUSINESS SEGMENT INFORMATION The company's business segments operate in both domestic and international markets. The cranes and related products segment is tied most closely to energy and infrastructure projects throughout the world. Foodservice products serve the lodging, restaurant, healthcare, and convenience store markets, which are impacted by demographic changes and business cycles. The marine segment provides repair services to foreign and domestic vessels operating on the Great Lakes. Information concerning the company's operations in various businesses for the three years ended July 2, 1994, is presented on page 12. Export shipments were approximately $57 million in 1994, $65 million in 1993, and $40 million in 1992. Foreign sales, operating earnings, and identifiable assets for 1994 are $14.1 million, $0.2 million, and $11.8 million, respectively. 12 ______________________________________________________________________ CONTINGENCIES The United States Environmental Protection Agency (EPA) has identified the company as a potentially responsible party (PRP) under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA), liable for the costs associated with investigating and cleaning up contamination at the Lemberger Landfill Superfund Site (the Site) near Manitowoc, Wisconsin. Eleven of the potentially responsible parties have formed a group (the Lemberger Site Remediation Group, or LSRG) and have successfully negotiated with EPA and Wisconsin Department of Natural Resources to settle the potential liability at the Site and fund the cleanup. Approximately 150 PRP's have been identified as having shipped substances to the Site. Recent estimates indicate that the total cost to clean up the Site could be as high as $25 million, however, the ultimate remediation methods and appropriate allocation of costs for the Site are not yet final. Although liability is joint and several, the company's percentage share of liability is estimated to be 5% of the total cleanup costs, but could increase to 15% if no participation agreements are made between the LSRG and any other PRP's. In connection with this matter, the company expensed $1.6 million, $0.5 million, and $0.9 million in 1994, 1993, and 1992, respectively, for its estimated portion of the cleanup costs. In addition, the company has notified its insurance carrier requesting reimbursement of incurred and future costs at the Site. Settlement of this claim is uncertain; a recent Wisconsin Supreme Court decision did not require an insurer to pay similar costs. Any recoveries from the insurance carrier will be recognized when received. The company is involved in various other legal actions arising in the normal course of business. After taking into consideration legal counsel's evaluation of such actions, in the opinion of management, ultimate resolution is not expected to have a material adverse effect on the consolidated financial statements. As of July 2, 1994, 35 product related lawsuits were pending. Of these, 13 occurred between 1985 and 1990 when the company was completely self-insured. The remaining lawsuits occurred subsequent to June 1, 1990, at which time the Company has insurance coverages ranging from a $5.5 million self-insured retention with a $10.0 million limit on the insurer's contribution in 1990, to the current $1.0 million self-insured retention and $16.0 million limit. Product liability reserves at July 2, 1994 are $7.2 million; $3.9 million reserved specifically for the 35 cases referenced above, and $3.3 million for incurred but not reported claims. These reserves were estimated using actuarial methods. The highest current reserve for a non-insured claim is $.4 million, and $.9 million for an insured claim. Based on the company's experience in defending itself against product liability claims, management believes the current reserves are adequate for estimated settlements on aggregate self- insured claims. MANAGEMENT'S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS Company management is responsible for the integrity of this annual report's financial statements. Those statements were prepared in accordance with general accepted accounting principles. Where necessary, amounts are based on judgments and estimates by management. All financial information in this report matches the financial statements. The company maintains an internal accounting system designed to provide reasonable assurance that assets are safeguarded and that books and records reflect only authorized transactions. To further safeguard assets, the company has established an Audit Committee composed of directors who are neither officers nor employees of the company. The Audit Committee is responsible for reviewing the company's financial reports and accounting practices. The Audit Committee meets periodically with the company's independent accountants. The company's independent accountants provide an objective examination of the company's financial statements. They evaluate the company's system of internal controls and perform tests and other procedures necessary to express an opinion on the fairness of the presentation of the consolidated financial statements. /s/ Fred M. Butler /s/ Robert R. Friedl ----------------------------------- -------------------------- President & Chief Executive Officer Chief Financial Officer REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS - - ---------------------------------------- To The Manitowoc Company, Inc.: We have audited the accompanying consolidated balance sheets of The Manitowoc Company, Inc. (a Wisconsin corporation) as of July 2, 1994 and July 3, 1993, and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the three fiscal years in the period ended July 2, 1994. 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 operations and its cash flows for each of the three fiscal years in the period ended July 2, 1994, in conformity with generally accepted accounting principles. As explained in Note 1 to 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 - - --------------------------------- Milwaukee, Wisconsin July 28, 1994 OTHER SHAREHOLDER INFORMATION Independent Public Accountants - - ------------------------------ Arthur Andersen LLP 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Stock Transfer Agent & Registrar - - -------------------------------- First Chicago Trust Company of New York P. O. Box 2500 Jersey City, New Jersey 07303-2500 Annual Meeting - - -------------- The annual meeting of Manitowoc shareholders will be held at 9:00 a.m. CST, Tuesday, November 1, 1994, in the office area at the company's South Works facility, 2401 South 30th Street, Manitowoc, Wisconsin. We encourage shareholders to participate in this meeting in person or by proxy. Stock Listing - - ------------- Manitowoc's common stock is traded on the New York Stock Exchange and is identified by the ticker symbol MTW. Current trading volume, share price, dividends, and related information can be found in the financial section of most daily newspapers. Quarterly common stock price information for our three most recent fiscal years can be found on page 1 of this annual report. Manitowoc Shareholders - - ---------------------- At the end of fiscal 1994, 8,082,847 shares of Manitowoc common stock were outstanding. At such date, there were approximately 2,400 shareholders of record. Although the majority of Manitowoc shareholders reside in Wisconsin, other shareholders reside throughout the United States, Canada, Mexico, and several overseas locations. Form 10-K Report - - ---------------- Each year, Manitowoc files its Annual Report on Form 10-K with the Securities and Exchange Commission. Most of the financial information contained in that report is included in this annual Report to Shareholders. A copy of Form 10-K, as filed with the Securities and Exchange Commission for fiscal 1994, may be obtained by any shareholder, without charge, upon written request to: E. Dean Flynn Secretary The Manitowoc Company, Inc. 700 East Magnolia Avenue, Suite B P. O. Box 66 Manitowoc, Wisconsin 54221-0066 Dividends - - --------- Common stock dividends are usually considered in conjunction with quarterly meetings of Manitowoc's board of directors. Dividend Reinvestment and Stock Purchase Plan - - --------------------------------------------- The Dividend Reinvestment and Stock Purchase Plan provides a convenient method to acquire additional shares of Manitowoc stock through the investment of quarterly dividends. Shareholders may also purchase shares by investing cash as often as once a month in varying amounts from $10 up to a maximum of $60,000 each calendar year. Participation is voluntary, and all fees associated with stock purchases under these plans are paid for by Manitowoc. To receive an information booklet and enrollment form, please contact First Chicago Trust Company of New York at the address listed at far left.
SUPPLEMENTAL QUARTERLY FINANCIAL INFORMATION (Unaudited) The table below presents quarterly data for fiscal years 1994 and 1993 (In thousands, except per share data) 1994 1993 ----------------------------------------- --------------------------------------- First Second Third Fourth First Second Third Fourth ------ ------ ------ ------ ------ ------ ------ ------ Net sales $ 61,056 $ 67,772 $ 60,606 $ 85,946 $ 61,825 $ 53,292 $ 62,868 $100,573 Gross margin 16,776 15,681 14,405 21,062 16,310 9,009 5,243 25,223 Earnings (loss) before cumulative effect of accounting changes 4,088 3,088 1,600 5,267 3,851 (924) (4,772) 8,162 Net earnings (loss) 4,088 3,088 1,600 5,267 (6,363) (924) (4,772) 8,162 Per common share: Earnings (loss) before cumulative effect of accounting changes .45 .35 .19 .64 .37 (.07) (.49) .84 Net earnings (loss) .45 .35 .19 .64 (.62) (.11) (.49) .84 Dividends .25 .25 .25 .25 .25 .25 .25 .25
EXHIBIT 13 1994 10-K EXHIBIT 13 - APPENDIX A Cross Reference or Graph No. Description of Graph Narrative Discussion - - --------- -------------------- --------------------- 1 Bar Graph of Consolidated Operating Earnings for 1990-1994 See "Eleven-Year Record" 2 Bar Graph of Consolidated Gross Margins for 1990-1994 See "Eleven-Year Record" 3 Bar Graph of Consolidated Graph shows export shipments Export Shipments for 1990-1994 of $28 million, $42 million, $40 million, $65 million, and $57 million for 1990, 1991, 1992, 1993, and 1994, respectively. 4 Bar Graph of Total Identifiable Assets for 1990-1994 See "Eleven-Year Record" 5 Bar Graph of Consolidated Net Sales for 1990-1994 See "Eleven-Year Record" 6 Bar Graph of Consolidated Graph shows that inventories Inventories for 1990-1994 rose from $76.3 million in 1990, to a high of $84.3 million in 1991 and have steadily declined (1992 - $64.5 million, 1993 - $34.2 million) to the current level of $31.2 million in 1994. 7 Bar Graph of Consolidated Net Earnings for 1990-1994 See "Eleven-Year Record" 8 Bar Graph of Net Cash Provided See "Consolidated Statements for 1990-1994 of Cash Flows" for fiscal years 1992-1994. The net cash provided by operations for fiscal years 1990 and 1991 is $14.2 million and $6.5 million, respectively. 9 Bar Graph of Share of Common See "Consolidated Statements Stock Outstanding for 1990-1994 of Stockholders' Equity" for fiscal years 1992-1994. The shares of Common Stock outstanding is $10.3 million for fiscal years 1990 and 1991. EX-21 5 EXHIBIT 21 1994 10-K LIST OF SUBSIDIARIES JURISDICTION SUBSIDIARY OF INCORPORATION -------------- ------------------ Manitex, Inc. Texas Manitowoc International Sales Corp. Barbados Manitowoc Nevada, Inc. Nevada Manitowoc Re-Manufacturing, Inc. Wisconsin Manitowoc Europe B.V. The Netherlands Manitowoc A.G. Switzerland Manitowoc Europe Limited England Manitowoc-Forsythe Corp. New York Manitowoc Western Company, Inc. Wisconsin North Central Crane & Excavator Sales Corp. Nevada EX-23 6 EXHIBIT 23 1994 10-K CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included (or incorporated by reference) in this Form 10-K, into the Company's previously filed Registration Statements on Form S-8 (File Nos. 33-65316 and 33-48665). ARTHUR ANDERSEN LLP Milwaukee, Wisconsin September 26, 1994. EX-27 7
5 The schedule contains summary financial information extracted from the Manitowoc Company, Inc.'s consolidated financial statements at or for the year ended July 2, 1994 and is qualified in its entirety by reference to such financial statements. 1000 YEAR JUL-02-1994 JUL-02-1994 15094 15008 43366 777 31240 117657 179011 115679 185848 63610 0 109 0 0 93750 185848 275380 275380 207456 254295 203 0 0 22579 8536 14043 0 0 0 14043 1.61 1.61
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