UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 1-11978
THE MANITOWOC COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Wisconsin 39-0448110
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
500 South 16th Street, Manitowoc, Wisconsin 54220
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (414) 684-4410
Securities Registered Pursuant to Section 12(b) of the Act:
Common Stock, $.01 Par Value New York Stock Exchange
(Title of Each Class)(Name of Each Exchange on Which Registered)
Common Stock Purchase Rights
Securities Registered Pursuant to Section 12(g) of the Act:
-1-
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 February 28, 1997, of the
registrant's Common Stock held by non-affiliates of the registrant was
$376,646,979, based on the $33.88 per share average of high and low
sale prices on that date.
The number of shares outstanding of the registrant's Common Stock
as of February 28, 1997, the most recent practicable date, was
11,511,357.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant's Annual Report to Shareholders for the
period ended December 31, 1996 (the "1996 Annual Report"), are
incorporated by reference into Parts I and II of this report.
Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders dated April 1, 1997 (the "1997 Proxy Statement"), are
incorporated by reference in Part III of this report.
See Index to Exhibits.
PART I
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Item 1. Business
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GENERAL
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The Manitowoc Company, Inc. (the "Company" or "Manitowoc"), a
Wisconsin corporation, is a diversified, capital goods manufacturer
headquartered in Manitowoc, Wisconsin. Founded in 1902, the Company
is principally engaged in: a) the design and manufacture of commercial
ice machines and refrigeration products for the foodservice, lodging,
convenience store and healthcare markets; (b) the design and
manufacture of cranes and related products which are used by the
energy, construction, mining and other industries; and (c) marine
vessel repair. The Company currently operates a large-crane
manufacturing facility and an ice machine and reach-in
refrigerator/freezer manufacturing facility in Manitowoc, Wisconsin;
seven refrigeration products facilities located in Tennessee and
Wisconsin; ship repair yards in Sturgeon Bay, Wisconsin and Toledo and
Cleveland, Ohio; a crane re-manufacturing facility in Bauxite,
Arkansas; a crane replacement parts manufacturing facility in
Punxsutawney, Pennsylvania and Pompano Beach, Florida; and a boom
truck crane operation in Georgetown, Texas.
-2-
For information relating to the Company's lines of business and
industry segments, see "Management's Discussion and Analysis of
Results of Operations and Financial Condition", "Eleven-Year
Financial Summary and Business Segment Information", "Summary of
Significant Accounting Policies -- Research and Development" and Note
14 to Consolidated Financial Statements on pages 18-21, 22-23, 28 and
33, respectively, of the 1996 Annual Report, which are incorporated
herein by reference.
On August 9, 1994, the Board of Directors changed the Company's
fiscal year from the Saturday nearest to June 30 of each calendar year
to December 31 of each calendar year. Such change in fiscal years
resulted in a transition period from July 3, 1994 through December 31,
1994. For further information concerning the transition period see
"Summary of Significant Accounting Policies--Fiscal Year" on page 28 of
the 1996 Annual Report, which is incorporated herein by reference.
PRODUCTS AND SERVICES
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Foodservice
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The Foodservice Products business segment designs, manufactures,
and markets commercial ice cube machines, ice storage bins, ice cube
dispensers, and related accessories including water filtration
systems, as well as reach-in and walk-in refrigerators and freezers.
Serving the needs of foodservice, lodging, convenience store, and
healthcare operations worldwide, the Company has captured a leading
percentage of the commercial ice cube machine, reach-in and walk-in
refrigerator market.
Several models of automatic ice cube making and dispensing
machines are designed, manufactured and marketed by Manitowoc
Equipment Works. Offering daily production capacities from 160 to
1,890 pounds, Manitowoc ice machines are complemented by storage bins
with capacities from 220 to 760 pounds; countertop ice and beverage
dispensers with capacities to 160 pounds; floor-standing ice
dispensers with capacities to 180 pounds; and optional accessories
such as water filters and ice baggers. The reach-in refrigerators and
freezers are available in one, two or three-door models that provide
gross storage capacities of 23.1, 47.8 and 73.7 cubic feet,
respectively.
Effective December 1, 1995, the Company completed the purchase of
The Shannon Group, Inc. ("Shannon"). Shannon is a manufacturer of
commercial refrigerators, freezers and related products, ranging from
small under-counter units to 300,000 square foot refrigerated
warehouses. Among its wide range of products, Shannon is best known
for its foamed-in-place walk-in refrigeration units, wood rail walk-in
units, refrigerated food-prep tables, reach-in refrigerator/freezers
and modular refrigeration systems. Shannon supplies walk-in
refrigerator/freezers to many of the leading restaurant and grocery
chains in the United States. See Note 9 to Consolidated Financial
Statements on page 31 of the 1996 Annual Report, which is incorporated
herein by reference.
The acquisition of The Shannon Group, Inc. has made Foodservice
equipment the Company's largest business segment. Prior to the
acquisition, Foodservice represented 35% of the Company's total sales.
In calendar 1996, Shannon and Manitowoc Equipment Works account for
48% of the Company's sales and 54% of the segment operating earnings.
-3-
During 1996, Manitowoc Equipment Works introduced the new
J-Series 1300 and 1800 ice-cube machines that feature a single
evaporator rather than two that were used in earlier models. This
improves reliability, simplifies maintenance, and reduces operating
cost. All new J-Series models feature HFC refrigerants and our
patented self-cleaning system, which cleans and sanitizes our ice
machines at a flip of a switch. An automated self-cleaning system is
also available as an option.
In fiscal 1993, the foodservice products group introduced a new
line of ice machines that use an environmentally enlightened
refrigerant. The "B-Series" includes ten models which are
complemented by seven ice storage bins. For added customer
convenience, the "B" models also feature standard self-cleaning and
optional automatic-cleaning systems that improve reliability while
simplifying maintenance.
The Company also introduced in 1993 the industry's first reach-in
cooler that uses an environmentally enlightened refrigerant. In
addition, our Foodservice group received a U.S. patent covering the
drop-in refrigeration units for its reach-in cabinets.
During 1995, Manitowoc Equipment Works was certified as meeting
ISO-9001 quality standards - the highest international rating for
quality management systems.
The Company completed arrangements with a joint-venture partner,
Hangzhou Household Electric Appliance Industrial Corporation, to
produce ice machines in China during calendar 1995. The joint-venture
factory has begun production of the Company's new model I-25 ice
machine. The I-25 produces 30 pounds of ice per day. It was
developed to meet the needs of customers in overseas markets that do
not require the 160 to 1,890 pound daily outputs of the standard ice
making models.
The Foodservice Products business segment sales are made from the
Company's inventory and sold worldwide through independent wholesale
distributors, chain accounts, and government agencies. The
distribution network now extends to 80 distributors in 70 countries
within Western Europe, the Far East, the Middle East, the Near East,
Latin America, North America, the Carribbean, and Africa. A new
distribution facility in Rotterdam, Holland has enabled the Company to
increase sales of ice and refrigerated foodservice equipment in
Europe.
Since sales are made from the Company's inventory, orders are
generally filled within 24 to 48 hours. The backlog for unfilled
orders for Foodservice Products at December 31, 1996 and 1995 were not
significant.
Cranes and Related Products
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The Company designs and manufactures a diversified line of
crawler, truck, fixed-base mounted, and hydraulically-powered cranes,
which are sold under the "Manitowoc", "Manitex", and "West-
Manitowoc, Inc." names for use by the energy, construction, mining,
pulp and paper, and other industries. Many of the Company's customers
purchase one crane together with several options to permit use of the
crane in various lifting applications and other operations. Various
crane models combined with available options have lifting capacities
ranging from approximately 10 to 1,500 U.S. tons and excavating
capacities ranging from 3 to 15 cubic yards.
-4-
The Company has developed a line of hydraulically-driven,
electronically-controlled M-Series crawler cranes. M-Series cranes
are easier to transport, operate and maintain, as well as being more
productive in a number of applications. Six models, along with
various attachments, have been introduced to-date with lifting
capacities ranging from 65 to 1,500 U.S. tons.
In July 1995, the Company's large-crane operation completed a
plant consolidation to a single site within Manitowoc, Wisconsin in
order to streamline the manufacturing process. The consolidation has
reduced production costs, shortened the cycle from order to shipment,
and has made it easier to respond to shifts in market demand.
During 1995, Manitowoc Engineering introduced the Model-888.
The 888 is a lattice boom crawler crane with a lifting capacity of 230
U.S. tons. Because of its innovative design, the 888 will self-
assemble and be ready to work on a jobsite in as little as one hour.
Other cranes of similar size and configuration take many more hours to
assemble before they can be put to work.
During 1996, Manitowoc introduced two innovative attachments for
its highly successful Model 888. The 888 RINGER is a 45-foot diameter
attachment that boosts the 888's nominal capacity to 660 U.S. tons.
For long-reach applications, the 888 can also be rigged with a
luffing-jib attachment that delivers a 105,500-pound maximum capacity
and allows the 888 to operate with a maximum combination of 370 feet
of boom and luffing jib. The new Model-777 liftcrane, somewhat
smaller than the 888, is set to be introduced in 1997.
The Company also performs machining, fabricating and assembly
subcontract work utilizing its crane manufacturing facilities. The
Company also has a remanufacturing facility in Bauxite, Arkansas which
buys older cranes for remanufacture and rebuilds and sells the
finished units through the distribution channels mentioned below.
Customer owned cranes are also remanufactured at this facility.
In fiscal 1994, the Company launched a completely new business
unit - West-Manitowoc. Its prime target is the smaller, independent
contractors and rental-fleet customers who need smaller, less
complicated, easily transportable, and more versatile cranes that meet
the needs of a broad range of users.
To serve this growing market, West-Manitowoc has developed a new
line of value-priced cranes with those characteristics. The first of
these, the 90-ton lifting capacity Model-222 crane, formerly known as
the West-100, has successfully captured a large portion of the rental
market for self-erecting cranes. During 1997, West-Manitowoc will
introduce the 222EX, a self-erecting crawler crane that will serve the
specialized needs of bridge and foundation contractors. West will
further broaden its product line by introducing the Model-111, a 65-
ton crawler crane designed to serve the varied demands of the general
construction market.
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.
-5-
Femco and Manitowoc Re-Manufacturing together form the
Aftermarket Group. These companies rebuild and remanufacture used
cranes, both Manitowoc and non-Manitowoc units, for owners who want to
add value to their existing cranes. Femco's existing South Florida
operation is ideally positioned to serve the large Latin American
market where used cranes are the order of the day.
In February, 1996, the Company announced the sale of Orley Meyer,
the Wisconsin-based unit which produced overhead cranes of up to 50-
ton capacity. Although Orley Meyer was a profitable and well-run
operation, its product line was outside the Company's core business
interests.
The Company's cranes and related products are sold throughout
North America and foreign countries by independent distributors, and
by Company- owned sales subsidiaries located in Mokena, Illinois; and
Northampton, England. In July, 1996, the Company sold its sales
subsidiary in Benicia, California. During calendar 1995, the Company
sold its sales subsidiaries in Long Island City, New York; LaMirada,
California; Seattle, Washington; and Chur, Switzerland. In fiscal
1993, the Company sold two previously owned sales subsidiaries located
in Davie, Florida and Charlotte, North Carolina.
Distributors generally do not carry inventories of new cranes,
except for the smaller truck cranes. Most distributors maintain
service facilities and inventories of replacement parts. Company
employed service representatives usually assist customers in the
initial set-up of new cranes.
The Company does not generally provide financing for either its
independent distributors or their customers; however, dealers
frequently assist customers in arranging financing and may accept used
cranes as partial payment on the sale of new cranes.
See Note 14 to Consolidated Financial Statements on page 33 of
the 1996 Annual Report with respect to export sales, which is
incorporated herein by reference. Such sales are usually made to the
Company's foreign subsidiaries or independent distributors, in
addition to sales made to domestic customers for foreign delivery.
Foreign sales are made on Letter of Credit or similar terms.
The year-end backlog of crane products includes orders which have
been placed on a production schedule, and those orders which the
Company has accepted and which are expected to be shipped and billed
during the next fiscal year. The backlog of unfilled orders for
cranes and related products at December 31, 1996 approximates $136.0
million, as compared with $85.8 million a year earlier. The increase
is primarily due to the continued positive customer acceptance of the
Company's Model-888 crane, initial orders for the new Model-777 crane,
one M-1200 RINGER, and four 888 RINGERs.
Marine
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The Company had been a shipbuilder since its inception in 1902.
For almost seven decades, all shipbuilding operations were conducted
in Manitowoc, Wisconsin. Two adjoining shipyards in Sturgeon Bay,
Wisconsin, were acquired in 1968 and 1970, and all shipbuilding
activities were transferred to those facilities.
-6-
In January, 1992, the Company acquired substantially all the
assets of Merce Industries, Inc. Merce Industries, Inc. operated the
ship repair facility owned by the Port Authority of Toledo, Ohio, and
similar operations in Cleveland, Ohio. Included with the acquisition
was the assumption of a lease agreement with the Port Authority for
the ship repair facilities.
The Marine Group (made up of BSC, Toledo Shiprepair Co., and
Cleveland Shiprepair Co.) dry-docks and services commercial vessels of
all sizes, including 1,000-foot super carriers, the largest vessels
sailing the Great Lakes. The Marine Group's capabilities include
planned and emergency maintenance, vessel inspections, five-year
surveys, conversions, repowering, and retrofitting plus repair service
for hulls, turbines, boilers, propulsion systems and cargo systems.
To reduce seasonality, the Marine Group has begun to perform non-
marine industrial repair during the summer months.
In July, 1996, Bay Shipbuilding Co. (BSC), a division in the
Company's Marine Group, completed construction of a self-unloading
cement barge for a Great Lakes customer. BSC intends to pursue these
types of projects with other Great Lakes customers.
The year-end backlog for the marine segment includes repair and
maintenance work presently scheduled at the shipyard which will be
completed in the next fiscal year. At December 31, 1996 the backlog
approximates $5.9 million, compared to $21.2 million one year ago.
The 1995 backlog included construction of the self-unloading cement
barge.
Raw Materials and Supplies
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The primary raw material used by the Company is structural and
rolled steel, which is purchased from various domestic sources. The
Company also purchases engines and electrical equipment and other
semi- and fully-processed materials. It is the policy of the Company
to maintain, wherever possible, alternate sources of supply for its
important materials and parts. The Company maintains inventories of
steel and other purchased material.
Patents, Trademarks, Licenses
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The Company owns a number of United States and foreign patents
pertaining to the crane and foodservice products, and has presently
pending applications for patents in the United States and foreign
countries. In addition, the Company has various registered and
unregistered trademarks and licenses which are of material importance
to the Company's business.
Seasonality
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Typically, the second calendar quarter represents the Company's
best quarter in all of the business segments. Since the summer brings
along warmer weather, there is an increase in the use of ice machines.
As a result, distributors are building inventories for the increased
demand. In the cranes and related products segment, summer also
represents the main construction season. Customers require new
machines, parts, and service prior to such season. With respect to the
Marine segment, the Great Lakes shipping industry's sailing season is
normally May through November. Thus, barring any emergency
groundings, the majority of repair and maintenance work is performed
during the winter months. Accordingly, the work is typically
completed during the second calendar quarter of the year.
-7-
Competition
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All of the Company's products are sold in highly competitive
markets. Competition is at all levels, including price, service and
product performance.
Within the ice machine division, there are several manufacturers
with whom the Company competes. The primary competitors include
Scotsman Industries (tradename Scotsman and Crystal Tips), Prospect
Heights, Illinois; Welbilt Company (tradename Ice-O-Matic), New Hyde
Park, New York; and Hoshizaki American, Inc. (tradename Hoshizaki),
Peachtree City, Georgia. The Company is the leading, low-cost,
producer of ice machines in North America.
The list of competitors for the refrigeration products line
include Beverage Air, Spartanburg, South Carolina; The Delfield
Company, Mt. Pleasant, Michigan; Traulsen & Company, Inc., College
Point, New York; True Food Service Company, O'Fallon, Missouri;
Hobart, Inc., Troy, Ohio; Elliot-Williams Co., Inc., Indianapolis,
Indiana; Hussman Corporation, Bridgeton, Missouri; ThermoKool, Laurel,
Mississippi; Masterbilt, New Albany, Mississippi; W. A. Brown,
Salisbury, Nebraska; and American Panel, Ocala, Florida. The Company
is one of the leading producers of small undercounter refrigeration
units and large refrigerated warehouses as well as a supplier of walk-
in refrigerator/freezers to many of the leading restaurant and grocery
chains in the United States.
With respect to crawler cranes, there are numerous domestic and
foreign manufacturers of cranes with whom the Company competes,
including American Crane Corporation, Wilmington, North Carolina; Link
Belt Construction Equipment Co., a subsidiary of Sumitomo Corporation,
Tokyo, Japan; Kobelco, Kobe Steel, Ltd., Tokyo, Japan; Mannesmann
Demag Baumaschinen, Zweibrucken, West Germany; Liebherr-Werk Ehingen
GMBH, Ehingen, West Germany; and Hitachi Construction Machinery Co.,
Ltd., Tokyo, Japan. Within the market the Company serves, lattice
boom crawler cranes with lifting capacities greater than 125 tons,
Manitowoc is a world leader of this equipment.
The competitors within the boom truck crane market include
Simon-R.O. Corp., Olathe, Kansas; National Crane, Waverly, Nebraska;
and JLG, McConnellsburg, Pennsylvania. The Company believes that its
current output of boom truck cranes ranks second among its
competitors.
In the ship repair operation, the Company is one of three
operational shipyards on the Great Lakes capable of drydocking and
servicing 1000 foot Great Lakes bulk carriers; the others are Erie
Marine Enterprises, Erie, Pennsylvania, and Port Weller Dry Docks, St.
Catherines, Ontario, Canada. There are two other shipyards on the
Great Lakes, Fraser Shipyards, Inc., Superior, Wisconsin, and H.
Hansen Industries, Toledo, Ohio, with whom the Company competes for
drydocking and servicing smaller Great Lakes vessels. The Company
also competes with many smaller firms which perform top side repair
work during the winter lay-up period. In addition, there are
shipyards on the East, West and Gulf Coasts capable of converting and
reconstructing vessels of sizes that can enter the Great Lakes through
the St. Lawrence Seaway and the Wellen Canal. There are also
shipyards on the inland rivers capable of servicing smaller,
specialized vessels which the Company is capable of servicing.
-8-
Employee Relations
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The Company employs approximately 2,900 persons, of whom about
540 are salaried. The number of employees is consistent with the
prior year.
The Company has labor agreements with 20 union locals. There
have been no work stoppages during the three years ended December 31,
1996.
Item 2. PROPERTIES
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Owned
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The Company owns Foodservice manufacturing facilities located in
Manitowoc, Wisconsin; River Falls, Wisconsin; Mason City, Iowa;
Parsons, Tennessee; and Scotts Hill, Tennessee.
Manitowoc Equipment Works' production of ice machines and reach-
in coolers are housed in a recently expanded 368,000 square foot
facility in Manitowoc, Wisconsin. The 128,000 square foot addition
was completed during 1995 and permitted both ice machines and reach-
ins to be manufactured in the same facility.
The acquisition of The Shannon Group, Inc. included four
manufacturing facilities located in Parsons, Tennessee; River Falls,
Wisconsin; Mason City, Iowa and Scotts Hill, Tennessee. The Parsons
and River Falls facilities have approximately 212,000 and 133,000
square feet of manufacturing and office space, respectively. The
Mason City and Scotts Hill plants each have about 40,000 square feet
of manufacturing space. In 1996, the Company closed the Mason City
facility and consolidated the manufacturing with the leased facility
in Greeneville, Tennessee. The Mason City plant is currently held for
sale.
Cranes and related products are manufactured at plant locations
in Manitowoc, Wisconsin; Georgetown, Texas; Bauxite, Arkansas; and
Punxsutawney, Pennsylvania. During 1995, the crane operations in
Manitowoc completed a move from the original plant located in the
central city to the existing South Works facility. South Works'
construction was completed in 1978 and is comprised of approximately
265,000 square feet of manufacturing and office space located on 76
acres. The original plant, which includes approximately 600,000
square feet of manufacturing and office space, is currently being held
for sale.
The Punxsutawney operations consist of three manufacturing and
office facilities operated as Femco Machine Co. These facilities have
approximately 71,000 square feet and are located on approximately 34
acres. A similar facility in nearby Hawthorn, Pennsylvania was sold
in November, 1995.
In 1993, the boomtruck crane operations were moved to Georgetown,
Texas. The Company purchased an existing manufacturing and office
facility totaling approximately 175,000 square feet. Previously, this
operation consisted of manufacturing and office facilities located in
McAllen, Texas, and a fabrication plant located in Reynosa, Mexico.
In June, 1987, the Company purchased an existing 20,000 square
foot facility in Bauxite, Arkansas, for the remanufacturing of used
cranes. This facility began operations in fiscal 1988.
-9-
The Company's shipyard in Sturgeon Bay, Wisconsin, consists of
approximately 55 acres of waterfront property. Four of those acres,
which connect two operating areas of the shipyard, are leased under a
long term ground lease. There is approximately 295,000 square feet of
enclosed manufacturing and office space. Facilities at the shipyard
include a 140 by 1,158 foot graving dock, the largest on the Great
Lakes. In addition, there is a 250 foot graving dock, and a 600 foot
floating drydock.
Additional properties consist primarily of a crane sales office
and warehouse facility located in Northampton, England. Sales offices
in Long Island City, New York and Seattle, Washington were sold during
the fourth quarter of 1995.
Leased
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The Company leases three manufacturing facilities for the
foodservice division including 90,000 square feet in Selmer,
Tennessee; 50,000 square feet in Greeneville, Tennessee and 38,500
square feet in Bethel Springs, Tennessee. The Company also leases
approximately 11,000 square feet of office space for The Shannon
Group, Inc. in Brentwood, Tennessee. In addition, the Company leases
sales offices and warehouse facilities for cranes and related products
in Big Bend, Wisconsin; and Mokena, Illinois. Facilities are also
leased in Pompano Beach, Florida for parts manufacturing and crane re-
manufacturing. Furthermore, the Company leases the shipyard
facilities at Toledo and Cleveland, Ohio for the marine segment.
These facilities include waterfront land, buildings, and 800-foot and
550-foot graving docks.
Item 3. LEGAL PROCEEDINGS
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The information required by this item is incorporated by
reference from Note 11 to Consolidated Financial Statements on Page
32 of the 1996 Annual Report.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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No matters were submitted to security holders for a vote during
the fourth quarter of the Company's fiscal year ended December 31,
1996.
-10-
Executive Officers of the Registrant
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Each of the following officers of the Company has been elected to a
one-year term by the Board of Directors. The information presented is
as of February 28, 1997.
Principal
Position With Position
Name Age The Registrant Held Since
- ---------- ----- -------------- ------------
Fred M. Butler 61 President & CEO 1990
Robert R. Friedl 42 Senior Vice 1996
President & CFO
Thomas G. Musial 45 Vice President 1995
-Human Resources
Philip D. Keener 45 Treasurer 1990
E. Dean Flynn 54 Secretary 1993
Terry D. Growcock 51 President and 1996
General Manager
Jeffry D. Bust 43 President and 1996
General Manager
Bruce C. Shaw 62 President and 1996
General Manager
Fred M. Butler, 61, president and chief executive officer of The
Manitowoc Company, Inc. since 1990. Previously senior vice-president
and chief operating officer (1989); and manager of administration
(1988). Prior to joining Manitowoc, Mr. Butler served Guy F. Atkinson
Co., and its subsidiaries, for 29 years in numerous managerial and
executive positions.
Robert R. Friedl, 42, senior vice president and chief financial
officer since 1996. Previously, vice president and chief financial
officer (1992),vice president of finance (1990), and assistant treasurer
(1988). Prior to joining Manitowoc, Mr. Friedl served as chief financial
officer with Coradian Corp.; was co-founder, vice president of finance,
and treasurer of Telecom North, Inc.; and tax manager for Nankin, Schnoll
& Co., S.C.
Thomas G. Musial, 45, vice president human resources since 1995.
Previously, manager of human resources (1987) and personnel/industrial
relations specialist (1976).
Philip D. Keener, 45, treasurer since 1990. Prior to joining
Manitowoc, Mr. Keener served as assistant treasurer of Farley
Industries, Inc., and in various financial capacities at Northwest
Industries, Inc.
E. Dean Flynn, 54, secretary since 1993. Previously, assistant
corporate secretary (1987) manager of corporate insurance (1990); and
legal assistant (1985). Formerly served the Wabco division of Dresser
Industries, Inc., in numerous managerial positions for 23 years,
departing as manager of legal affairs in 1985.
-11-
Terry D. Growcock, 51, president and general manager of Manitowoc Ice,
Inc. since 1996. Previously, executive vice president and general
manager of Manitowoc Equipment Works (1994). Prior to joining
Manitowoc Ice Inc., Mr. Growcock served as vice president and general
manager with Robertshaw Automotive; and vice president and general
manager with Paragon Electric.
Jeffry D. Bust, 43, president and general manager of Manitowoc Cranes,
Inc. since 1996. Previously executive vice president and general
manager (1994). Prior to joining Manitowoc Cranes, Inc., Mr. Bust
served as senior vice president and general manager with Mining and
Equipment Division of Harnischfeger Corp.
Bruce C. Shaw, 62, president and general manager of Bay Shipbuilding
Co., and executive vice president of Manitowoc Marine Group, Inc.
since 1996. Previously, executive vice president and general manager
(1992), vice president and assistant general manager (1987), director
of operations (1984), assistant operations manager (1977), and manager
planning (1974) with Bay Shipbuilding Co.
PART II
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Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
-------------------------------------------------
The information required by this item is incorporated by reference
from "Quarterly Common Stock Price Range", "Eleven-Year Financial
Summary and Business Segment Information," "Supplemental Quarterly
Financial Information (Unaudited)", and "Investor Information" on
pages 1, 22-23, 34 and 37, respectively, of the 1996 Annual Report.
Item 6. SELECTED FINANCIAL DATA
--------------------------
The information required by this item is incorporated by reference
from "Eleven-Year Financial Summary and Business Segment Information"
on pages 22-23 of the 1996 Annual Report.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------------
The information required by this item is incorporated by reference
from "Management's Discussion and Analysis of Results of Operations
and Financial Condition" on pages 18-21 of the 1996 Annual Report.
-12-
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------
The financial statements required by this item are incorporated by
reference from pages 24-33 of the 1996 Annual Report. Supplementary
financial information is incorporated by reference from "Supplemental
Quarterly Financial Information (Unaudited)" on page 34 of the 1996
Annual Report. See also the reports of the former independent public
accountants included as part of Item 14 of this report and
incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
--------------------------------------------------
None.
PART III
----------
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
---------------------------------------------------
The information required by this item is incorporated by reference
from "Compliance with Section 16(a) of the Exchange Act" on page 4 of
the 1997 Proxy Statement and from Election of Directors" on pages 4-
5 of the 1997 Proxy Statement. See also "Executive Officers of the
Registrant" in Part I hereof, which is incorporated herein by
reference.
Item 11. EXECUTIVE COMPENSATION
---------------------------
The information required by this item is incorporated by reference
from "Compensation of Directors", "Executive Compensation",
"Contingent Employment Agreements", and "Supplemental Retirement
Agreements" on pages 6-10 and 15 of the 1997 Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
--------------------------------------------------
The information required by this item is incorporated by reference
from "Ownership of Securities" on pages 2-4 of the 1997 Proxy
Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
------------------------------------------------
None.
-13-
PART IV
---------
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
----------------------------------------------------
(a) Documents filed as part of this Report.
(1) Financial Statements:
The following Consolidated Financial Statements are filed as
part of this report under Item 8, "Financial Statements and
Supplementary Data":
Report of Independent Public Accountants on fiscal years
ended December 31, 1996 and December 31, 1995, and transition
period ended December 31, 1994 Financial Statements
Report of Former Independent Public Accountants on fiscal
year ended July 2, 1994 Financial Statements
Consolidated Statements of Earnings for the periods ended
December 31, 1996, December 31, 1995, December 31, 1994, and
July 2, 1994.
Consolidated Balance Sheets as of December 31, 1996 and
December 31, 1995.
Consolidated Statements of Cash Flows for the periods ended
December 31, 1996, December 31, 1995, December 31, 1994 and
July 2, 1994.
Consolidated Statements of Stockholders' Equity for the
periods ended December 31, 1996, December 31, 1995, December
31, 1994, and July 2, 1994.
Summary of Significant Accounting Policies.
Notes to Consolidated Financial Statements.
-14-
(2) Financial Statement Schedules:
Financial Statement Schedules for the year ended December 31,
1996 and December 31, 1995, transition period ended December
31, 1994, and fiscal year ended July 2, 1994.
Schedule Description Filed Herewith
----------- -------------- -----------------
II Valuation and Qualifying
Accounts X
Report of Independent Public
Accountants on fiscal year
ended December 31, 1996,
December 31, 1995, and
transition period ended
December 31, 1994 Financial
Statement Schedules X
Report of Former Independent
Public Accountants on fiscal
year ended July 2, 1994
Financial Statement Schedules X
All other financial statement schedules not listed have been
omitted since the required information is included in the
consolidated financial statements or the notes thereto, or is not
applicable or required under rules of Regulation S-X.
(b) Reports on Form 8-K:
A report on Form 8-K, dated as of February 19, 1997, was filed on
March 4, 1997, stating that the Board of Directors of The Manitowoc
Company, Inc. decided to discontinue its common stock repurchase
program, effective immediately.
(c) Exhibits:
See Index to Exhibits immediately following the signature page of
this report, which is incorporated herein by reference.
-15-
REPORT OF FORMER INDEPENDENT PUBLIC ACCOUNTANTS
To The Manitowoc Company, Inc.:
We have audited the consolidated balance sheet of The Manitowoc
Company, Inc. (a Wisconsin corporation) as of July 2, 1994, and the
related statement of earnings, stockholders' equity and cash flow for
the fiscal year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of The
Manitowoc Company, Inc. as of July 2, 1994, and the results of its
operations and its cash flows for the year then ended in conformity
with generally accepted accounting principles.
Milwaukee, Wisconsin /s/ Arthur Andersen LLP
July 28, 1994 ----------------------------------
ARTHUR ANDERSEN LLP
-16-
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Stockholders
The Manitowoc Company, Inc. and Subsidiaries
Our report on the consolidated financial statements of The Manitowoc
Company, Inc. and Subsidiaries has been incorporated by reference in
the Form 10-K from page 34 of the 1996 Annual Report of The Manitowoc
Company, Inc. In connection with our audits of such financial
statements, we have also audited the related consolidated financial
statement schedule listed in the index on page 19 of this Form 10-K.
In our opinion, the consolidated financial statement schedule referred
to above, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
Milwaukee, Wisconsin /s/ Coopers & Lybrand L.L.P.
February 5, 1997 ----------------------------
COOPERS & LYBRAND L.L.P.
-17-
REPORT OF FORMER INDEPENDENT PUBLIC ACCOUNTANTS
ON SUPPLEMENTARY SCHEDULES
We have audited in accordance with generally accepted auditing
standards, the financial statements included in The Manitowoc Company,
Inc.'s annual report to shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated July 28, 1994.
Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The schedule listed in Item 14(a)(2) is
the responsibility of the Company's management and is 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 /s/ Arthur Andersen LLP
July 28, 1994. ---------------------------
ARTHUR ANDERSEN LLP
-18-
THE MANITOWOC COMPANY, INC.
AND SUBSIDIARIES
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
FOR THE FISCAL YEAR ENDED, JULY 2, 1994, TRANSITION PERIOD ENDED DECEMBER 31, 1994,
CALENDAR YEARS ENDED DECEMBER 31, 1995 AND DECEMBER 31, 1996
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS (1) PERIOD
----------------- ---------- ----------- ------------ -----------
YEAR ENDED JULY 2, 1994:
Allowance for doubtful accounts $ 807,202 $ 702,079 $ (732,536) $ 776,745
PERIOD ENDED DECEMBER 31, 1994:
Allowance for doubtful accounts $ 776,745 $ 419,442 $ -- $1,196,317
YEAR ENDED DECEMBER 31, 1995:
Allowance for doubtful accounts $1,196,317 $ 283,843 $ (114,804) $1,365,356
YEAR ENDED DECEMBER 31, 1996:
Allowance for doubtful accounts $1,365,356 $ 322,837 $ (711,986) $ 976,207
<FN>
(1) Deductions represent bad debts written-off, net of recoveries.
</FN>
-19-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized:
Dated: March 31, 1997
THE MANITOWOC COMPANY, INC.
By: /s/ Fred M. Butler
-----------------------------------
Fred M. Butler
President & Chief Executive Officer
By: /s/ Robert R. Friedl
-----------------------------------
Robert R. Friedl
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons
constituting a majority of the Board of Directors on behalf of the
registrant and in the capacities and on the dates indicated:
/s/ Fred M. Butler March 31, 1997
- ----------------------------------------
Fred M. Butler, President & CEO, Director
/s/ Robert R. Friedl March 31, 1997
- ----------------------------------------
Robert R. Friedl, Senior Vice President & CFO
/s/ Gilbert F. Rankin, Jr. March 31, 1997
- ----------------------------------------
Gilbert F. Rankin, Jr., Director
/s/ George T. McCoy March 31, 1997
- ----------------------------------------
George T. McCoy, Director
/s/ Guido R. Rahr, Jr. March 31, 1997
- ----------------------------------------
Guido R. Rahr, Jr., Director
March 31, 1997
- ----------------------------------------
James P. McCann, Director
March 31, 1997
- ----------------------------------------
Dean H. Anderson, Director
March 31, 1997
- ----------------------------------------
Robert S. Throop, Director
-20-
THE MANITOWOC COMPANY, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 1996
INDEX TO EXHIBITS
Filed
Exhibit No. Description Herewith
- ----------- ----------- --------
2.1 (a) * Stock Purchase Agreement dated as of
October 24, 1995, for the acquisition of
The Shannon Group, Inc. by The Manitowoc
Company, Inc. (filed as Exhibit 2 to the
Company's Report on Form 8-K, dated as
of October 25, 1995 and incorporated
herein by reference).
2.1 (b) * First Amendment to Stock Purchase
Agreement, dated as of December 1, 1995,
for the acquisition of The Shannon
Group, Inc. by The Manitowoc Company,
Inc. (filed as Exhibit 2.2 to the
Company's Report on Form 8-K, dated as
of December 1, 1995 and incorporated
herein by reference).
3.1 Amended and Restated Articles of
Incorporation as amended on November 5,
1984 (filed as Exhibit 3(a) to the
Company's Annual Report on Form 10-K for
the fiscal year ended June 29, 1985 and
incorporated herein by reference).
3.2 Restated By-Laws (as amended through May
22, 1995) including amendment to Article
II changing the date of the annual
meeting (filed as Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995 and
incorporated herein by reference).
4.1 Rights Agreement dated August 5, 1996
between the Registrant and First Chicago
Trust Company of New York (filed as
Exhibit 4 to the Company's current
Report on Form 8-K filed on August 5,
1996 and incorporated herein by
reference).
4.2(a) Credit Agreement, dated as of December
1, 1995, among The Manitowoc Company,
Inc., as Borrower, certain subsidiaries
from time to time parties thereto, as
Guarantors, the several Lenders, and
NationsBank, N.A., as Agent (filed as
Exhibit 4.1 to the Company's Report on
Form 8-K dated as of December 1, 1995
and incorporated herein by reference).
4.2(b) First amendment to Credit Agreement,
dated as of September 30, 1996 (filed as
Exhibit 4 to the Company's Quarterly
Report on Form 10-Q for the quarter-
ended September 30, 1996 and
incorporated herein by reference).
4.3 Security and Pledge Agreement, dated as
of December 1, 1995, among The Manitowoc
Company, Inc., certain of its
subsidiaries and NationsBank, N.A.
(filed as Exhibit 4.2 to the Company's
Report on Form 8-K dated as of December
1, 1995 and incorporated herein by
reference).
4.4 Articles III, V, and VIII of the Amended
and Restated Articles of Incorporation
(see Exhibit 3.1 above).
10.1(a) ** The Manitowoc Company, Inc. Deferred
Compensation Plan effective August 20,
1993 (the "Deferred Compensation Plan")
(filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-8 filed
June 23, 1993 (Registration No. 33-
65316) and incorporated herein by
reference).
10.1(b) ** Amendment to Deferred Compensation Plan
adopted by the Board of Directors on
February 18, 1997. X
10.2 ** The Manitowoc Company, Inc. Management
Incentive Compensation Plan (Economic
Value Added (EVA) Bonus Plan) effective
July 4, 1993, and as amended February
18, 1997. X
10.3 ** Form of Contingent Employment Agreement
between the Company and Messrs. Butler,
Flynn, Friedl, Keener, Musial, Bust,
Growcock and Shaw and certain other
employees of the Company (filed as
Exhibit 10(c)to the Company's Annual
Report on Form 10-K for the fiscal year
ended July 1, 1989 and incorporated
herein by reference).
10.4 ** Form of Indemnity Agreement between the
Company and each of the directors,
executive officers and certain other
employees of the Company (filed as
Exhibit 10(d) to the Company's Annual
Report on Form 10-K for the fiscal year
ended July 1, 1989 and incorporated
herein by reference).
10.5 ** Supplemental Retirement Agreement
between Fred M. Butler and the Company
dated March 15, 1993 (filed as Exhibit
10(e) to the Company's Annual Report on
Form 10-K for the fiscal year ended July
3, 1993 and incorporated herein by
reference).
10.6(a) ** Supplemental Retirement Agreement
between Robert K. Silva and the Company
dated January 2, 1995 (filed as Exhibit
10 to the Company's Report on Form 10-Q
for the transition period ended December
31, 1994 and incorporated herein by
reference).
10.6(b) ** Restatement to clarify Mr. Silva's
Supplemental Retirement Agreement
dated March 31, 1997. X
10.7 * The Manitowoc Company, Inc. 1995 Stock
Plan (filed as Appendix A to the
Company's Proxy Statement dated April 2,
1996 for its 1996 Annual Meeting of
Stockholders and incorporated herein by
reference).
13 Portions of the 1996 Annual Report to
Shareholders of The Manitowoc Company,
Inc. incorporated by reference into this
Report on Form 10-K. X
21 Subsidiaries of The Manitowoc Company,
Inc. X
23.1 Consent of Coopers & Lybrand L.L.P., the
Company's Independent Public Accountants. X
23.2 Consent of Arthur Andersen LLP the
Company's Former Independent Public Accountants. X
27 Financial Data Schedule. X
* Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant
agrees to furnish to the Securities and Exchange Commission upon
request a copy of any unfiled exhibits or schedules to such
document.
** Management contracts and executive compensation plans and
arrangements required to be filed as exhibits pursuant to Item
14(c) of Form 10-K.
-22-