11-K/A 1 k11-rsvp.txt RSVP PROFIT SHARING PLAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the plan year ended December 31, 2000 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _______ Commission File Number: 0-6645 A. Full title of the plan and address of the plan, if different from that of the issuer named below: THE MANITOWOC COMPANY, INC. RSVP PROFIT SHARING PLAN B. Name of the issuer of securities held pursuant to the plan and the address of it's principal executive office: THE MANITOWOC COMPANY, INC. 500 So. 16th Street Manitowoc, WI 54220 REQUIRED INFORMATION -------------------- The following financial statements and schedules of The Manitowoc Company, Inc. RSVP Profit Sharing Plan, prepared in accordance with the financial reporting requirements of the Employee Retirement Income Securities Act of 1974, as amended, are filed herewith. REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of The Manitowoc Company, Inc. RSVP Profit Sharing Plan In our opinion, the statement of net assets available for benefits as of December 31, 1999 (appearing in this Form 11-K) presents fairly, in all material respects, the net assets available for benefits of The Manitowoc Company, Inc. RSVP Profit Sharing Plan (the "Plan") at December 31, 1999, in conformity with accounting principles generally accepted in the United States of America. This financial statement is the responsibility of the Company's management; our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We have not audited the financial statements of the Plan for any period subsequent to December 31, 1999. PricewaterhouseCoopers LLP Milwaukee, Wisconsin June 25, 2001 THE MANITOWOC COMPANY, INC. RSVP PROFIT SHARING PLAN FINANCIAL STATEMENTS DECEMBER 31, 2000 THE MANITOWOC COMPANY, INC. RSVP PROFIT SHARING PLAN TABLE OF CONTENTS DECEMBER 31, 2000 Page 2 Independent Auditors' Report 3 Statements of Net Assets Available for Benefits as of December 31, 2000 and 1999 4 Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2000 5-10 Notes to Financial Statements Schedules required by the Department of Labor have been omitted because they are not applicable. HAWKINS, ASH, BAPTIE & COMPANY, LLP CERTIFIED PUBLIC ACCOUNTANTS * MANAGEMENT CONSULTANTS INDEPENDENT AUDITORS' REPORT To the Administrative Committee The Manitowoc Company, Inc. RSVP Profit Sharing Plan We have audited the accompanying statement of net assets available for benefits of The Manitowoc Company, Inc. RSVP Profit Sharing Plan as of December 31, 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. The accompanying statement of net assets available for benefits of The Manitowoc Company, Inc. RSVP Profit Sharing Plan as of December 31, 1999 was audited by other auditors whose report dated May 23, 2000, expressed an unqualified opinion on that statement. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the 2000 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of The Manitowoc Company, Inc. RSVP Profit Sharing Plan as of December 31, 2000, and the changes in its net assets available for benefits for the year ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. /s/ Hawkins, Ash, Baptie & Company, LLP Manitowoc, Wisconsin May 15, 2001
THE MANITOWOC COMPANY, INC. RSVP PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2000 AND 1999 2000 1999 ------------ ------------ ASSETS ------------------ Investments (See Note 3): Interest in The Manitowoc Company, Inc. Employees' Profit Sharing Trust $110,312,613 $109,402,664 Participant loans 708,948 683,704 Other -- 478,426 Receivables: Employer's contribution 4,114,338 4,617,673 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $115,135,899 $115,182,467 =========== =========== The accompanying notes are an integral part of these financial statements.
THE MANITOWOC COMPANY, INC. RSVP PROFIT SHARING PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2000 ADDITIONS Additions to net assets attributed to: Investment income: Interest in net investment income of The Manitowoc Company, Inc. Employees' Profit Sharing Trust $ 1,476,912 Participant loans 55,798 Contributions: Employer's 4,114,338 Participants' 3,839,937 Rollovers 3,592,085 ------------ TOTAL ADDITIONS 13,079,070 ------------ DEDUCTIONS Deductions from net assets attributed to: Benefits paid to participants $ 14,376,260 ------------ Net decrease before transfers $ (1,297,190) Net transfers to this plans 1,250,622 ------------ NET DECREASE $ (46,568) Net Assets Available for Benefits: BEGINNING OF YEAR 115,182,467 ------------ END OF YEAR $ 115,135,899 ============ The accompanying notes are an integral part of these financial statements.
THE MANITOWOC COMPANY, INC. RSVP PROFIT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 NOTE 1 - Plan Description -------------------------- The following description of The Manitowoc Company, Inc. RSVP Profit Savings Plan (the "Plan") provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan covering substantially all salaried and non-union hourly employees of participating companies of The Manitowoc Company, Inc. (the "Company") who are scheduled to complete at least 1,000 hours of service during a year. Participating companies include the Company and all subsidiaries and affiliates of the Company, as defined in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). CONTRIBUTIONS Participants may make voluntary pre-tax contributions to their accounts in whole percentages between 1% and 10% of eligible compensation, (up to 15% for employees of KMT Refrigeration, Inc.), up to a maximum of $10,000 (adjusted annually). Participant contributions are not required. Contributions to the Plan may be made by the Company in the form of a variable profit sharing contribution, which is credited to the individual accounts of the participants based on a formula for each participating company, as defined in the Plan. Employees of KMT Refrigeration, Inc., Manitowoc CP, Inc., Manitowoc Foodservice Group, Inc., Diversified Refrigeration, Inc., Manitowoc FP, Inc., and Manitowoc Crane Group, Inc. are not eligible for profit sharing contributions. Annual contributions to a participant's account are limited to the lesser of $30,000 or 25% of the participant's compensation for the year. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions, the participant's share of the Company's contributions and an allocation of plan earnings, and reduced for withdrawals. Plan earnings are determined and credited to each participant's account on a daily basis in accordance with the proportion of the participant's account to all accounts. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. VESTING Participants have a non-forfeitable, vested right to the entire amount voluntarily contributed, and earnings thereon, and may withdraw the total of such amount in accordance with the provisions of the Plan. The portion of a participant's account attributable to employer contributions vests at the rate of 20% at the end of each year of credited service for five years. Participants who leave the Company because of normal retirement, disability retirement or death are considered to 100% vested. THE MANITOWOC COMPANY, INC. RSVP PROFIT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - Continued DECEMBER 31, 2000 AND 1999 NOTE 1- Plan Description - Continued ------------------------------------ INVESTMENTS The Plan's investments are commingled with other Company sponsored plans in The Manitowoc Company, Inc., Employees Profit Sharing Trust (the "Trust"). Upon enrollment in the Plan, a participant may direct contributions in 5% increments in any of the defined investment options. Participants may change their investment options at any time. PAYMENT OF BENEFITS Participants may elect to receive the vested portion of their account balance upon normal retirement at or after age 65, upon death or disability, if earlier, or upon termination of employment. A participant who has reached age 55 upon termination of employment has the right to maintain his or her vested account balance in the Plan until distribution is required to be made under the rules of the Plan. A participant may make a withdrawal from his or her vested account balance while still employed by the Company in the event of immediate and heavy financial hardship as defined by the Plan document. Withdrawal elections available to participants are a lump sum payment, equal installments over a period of years, or an insurance company single premium nontransferable annuity contract. PARTICIPANT LOANS Participants may receive a loan from the Plan in an amount equal to a minimum of $1,000 up to 50% of the participant's account balance, excluding the portion of the account balance relating to Company profit sharing contributions, not to exceed $50,000. A participant may not maintain more than one loan at a time. Loans bear an interest rate equal to the current prime rate plus 1%. Loans are repaid from payroll deductions over a period not to exceed five years. In the event of default on a loan, the Plan has the right to apply the participant's account balance in satisfaction of the unpaid principal and accrued interest on the loan. FORFEITURES Forfeited non-vested accounts are used to increase the Company's profit sharing contribution to the remaining participants in the year of the forfeiture. NOTE 2 - Summary of Significant Accounting Policies --------------------------------------------------- BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting. THE MANITOWOC COMPANY, INC. RSVP PROFIT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - Continued DECEMBER 31, 2000 AND 1999 NOTE 2 - Summary of Significant Accounting Policies - Continued --------------------------------------------------------------- USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. ADMINISTRATIVE EXPENSES Administrative expenses of the Plan are paid from the assets of the Trust and are netted against income from the Trust. CONTRIBUTIONS The Company makes weekly payments to the Plan for participant contributions. Profit sharing contributions are made when final calculations of contribution amounts have been determined, which normally is within two months of the Plan's year end. INVESTMENT VALUATION AND INCOME RECOGNITION The Trust's investments are stated at fair value except for its investment in the Capital Preservation Fund which is stated at contract value. Shares of mutual funds are valued at quoted market prices. Investments in common stock of the Company are valued at quoted market prices. Participant loans are valued at cost which approximates fair value. Purchases and sales of securities are recorded on the trade-date basis. Interest income of the Trust is recorded on the accrual basis. Dividends of the Trust are recorded on the ex-dividend date. The Capital Preservation Fund consists primarily of investments in insurance company investment contracts. These contracts are included in the assets of the Capital Preservation Fund at contract value because they are fully benefit responsive. For example, participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The contract value of the Capital Preservation Fund approximates fair value at December 31, 2000 and 1999. Contract value represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses. The average yield for the Capital Preservation Fund was 5.9% for the year ended December 31, 2000. The crediting interest rate for this fund was 5.8% and 5.9% at December 31, 2000 and 1999, respectively. THE MANITOWOC COMPANY, INC. RSVP PROFIT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - Continued DECEMBER 31, 2000 AND 1999 NOTE 2 - Summary of Significant Accounting Policies - Continued --------------------------------------------------------------- The Trust's investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statements of new assets available for benefits and the statement of changes in net assets available for benefits. PAYMENT OF BENEFITS Benefits are recorded when paid. NOTE 3 -The Manitowoc Company, Inc. Employees' Profit Sharing Trust -------------------------------------------------------------------
The Plan's allocated share of the Trust's net assets and investment activities is based upon the total of each participant's share of the Trust. The percentage of the Plan's assets to the total assets of the Trust is 44% as of December 31, 2000 and 1999. The Plan's approximate allocated share of the net assets of each fund in the Trust at December 31, 2000 and 1999 was: DECEMBER 31, ----------------- 2000 1999 ---- ---- Vanguard 500 Index Fund 54% 45% Capital Preservation Fund 44% 45% Equity Fund 39% 38% Balanced Fund 47% 47% Firstar Bond Fund 38% 33% Small Cap Fund 43% 39% Company Stock Fund 41% 49% Loan Fund 93% 100% Mid Cap Fund 53% 0% Marshall International Stock Fund 54% 0%
THE MANITOWOC COMPANY, INC. RSVP PROFIT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - Continued DECEMBER 31, 2000 AND 1999 NOTE 3 - The Manitowoc Company, Inc. Employees' Profit Sharing Trust --------------------------------------------------------------------
The fair value of investments and the related investment income of the Trust are as follows: DECEMBER 31, ---------------------------- 2000 1999 ------------- ---------- Investments: Cash and cash equivalents $ 246,410 $ -- Deposits with insurance companies 51,660,276 70,569,703 Common/collective trusts 61,735,201 50,978,607 Mutual funds 98,335,774 95,408,094 Investment in The Manitowoc Company, Inc. common stock 41,599,688 32,708,999 Participant loans 763,743 683,704 For the Year Ended December 31, 2000 ----------------- Investment income: Interest and dividends $ 3,569,333 Net appreciation in fair value of investments 342,613 During 2000, the Trust's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $342,613 as follows: Mutual funds $ 86,364 Investment in The Manitowoc Company, Inc.common stock 256,249 ------------- $ 342,613 =============
THE MANITOWOC COMPANY, INC. RSVP PROFIT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 NOTE 3 - The Manitowoc Company, Inc. Employees' Profit Sharing Trust -------------------------------------------------------------------- - Continued -----------
Investments that represent five percent or more of total Trust assets as of December 31, 2000 and 1999 are as follows: DECEMBER 31, -------------------------- 2000 1999 ----------- ------------ Equity Fund Nicholas Fund, Inc. $30,428,283 $37,286,653 Balanced Fund Vanguard Asset Allocation Fund 27,895,359 30,484,453 Small Cap Fund Berger Omni Investment Fund 23,348,283 20,233,747 Company Stock Fund The Manitowoc Company, Inc. 41,599,688 32,740,164 Capital Preservation Fund Fidelity Managed Income Portfolio II 61,735,201 50,978,607
NOTE 4 - Amount Allocated to Withdrawn Participants --------------------------------------------------- Benefits paid to participants represent the amount paid to participants as determined by their vesting status at the time of termination. At December 31, 2000 and 1999, $38,900,837 and $42,272,654, respectively, included in net assets available for benefits is allocated to inactive participants of the Plan. NOTE 5 - Tax Status ------------------- The Internal Revenue Service has determined and informed the Company by a letter dated September 28, 1995 that the Plan is designed in accordance with the applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is designed and is currently being operated in accordance with the applicable requirements of the IRC. NOTE 6 - Plan Termination ------------------------- While the Company has not expressed any intent to terminate the Plan, it may elect to do so at any time subject to the provisions of ERISA. In the event of termination, each participant becomes fully vested in his or her entire participant account balance. NOTE 7 - Party-in-Interest Transactions ---------------------------------------- Transactions involving The Manitowoc Company, Inc. common stock and participant loans are considered party-in-interest transactions. These transactions are not, however, considered prohibited transactions under 29 CFR 408(b) of the ERISA regulations. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee, which administers the Plan, has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Manitowoc, and State of Wisconsin, on this 29th day of June, 2001. THE MANITOWOC COMPANY, INC. RSVP PROFIT SHARING PLAN /S/ Terry Growcock --------------------------- Terry Growcock /s/ Glen E. Tellock --------------------------- Glen E. Tellock /s/ Thomas Musial --------------------------- Thomas Musial /s/ Debra Casper --------------------------- Debra Casper EXHIBIT INDEX THE MANITOWOC COMPANY, INC. RSVP PROFIT SHARING PLAN FORM 11-K Exhibit Filed No. Description Herewith ---------- -------------------------- --------- 23 Consent of PricewaterhouseCoopers LLP X 23.1 Consent of Hawkins, Ash, Baptie & Company, LLP X