1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 COMMISSION FILE NUMBER 001-12335 BUTLER MANUFACTURING COMPANY GALESBURG HOURLY EMPLOYEE SAVINGS TRUST 401(k) PLAN BUTLER MANUFACTURING COMPANY BMA TOWER PENN VALLEY PARK KANSAS CITY, MO 64108 2 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Retirement Administrative Committee of Butler Manufacturing Company: We have audited the accompanying statements of net assets available for benefits of the Butler Manufacturing Company Galesburg Hourly Employee Savings Trust Plan as of December 31, 2000 and 1999, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements and schedule referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. 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 net assets available for benefits of the Plan as of December 31, 2000 and 1999, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year as of December 31, 2000, is presented for purposes of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP Kansas City, Missouri, June 8, 2001 1 3 BUTLER MANUFACTURING COMPANY GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN Statements of net assets available for benefits December 31, 2000 and 1999 2000 1999 ---- ---- ASSETS: Investments $7,547,516 $6,580,607 Receivables- Employee contributions receivable 91,496 106,829 ---------- ---------- Total receivables 91,496 106,829 ---------- ---------- Net assets available for benefits $7,639,012 $6,687,436 ========== ========== The accompanying notes are an integral part of these financial statements. 2 4 BUTLER MANUFACTURING COMPANY GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN Statements of changes in net assets available for benefits For the years ended December 31, 2000 and 1999 2000 1999 ---- ---- CONTRIBUTIONS: Employee $ 963,559 $ 923,930 Employer 166,644 31,231 ----------- ----------- Total contributions 1,130,203 955,161 INCOME: Net change in fair value of investments (433,088) 221,537 Interest and dividends 425,811 477,922 OTHER INCREASES (DECREASES): Distributions (177,479) (208,351) Fees (11,097) (9,897) Net transfers (to) from another employer-sponsored fund 17,226 (2,211) Other -- -- ----------- ----------- Increase in net assets available for plan benefits 951,576 1,434,161 NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 6,687,436 5,253,275 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 7,639,012 $ 6,687,436 =========== =========== The accompanying notes are an integral part of these financial statements. 3 5 BUTLER MANUFACTURING COMPANY 401(k) GALESBURG HOURLY EMPLOYEE SAVINGS TRUST NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General In 1991, Butler Manufacturing Company (the Company) established the Galesburg Hourly Employee Savings Trust (the Plan), which is administered by the administrative committee. The investments of the Plan are in the custody of Fidelity Institutional Retirement Services Company (Custodian). The trustee of the Plan is the Fidelity Management Trust Company (Fidelity) which has been appointed by the administrative committee and thereby holds all assets of the Plan in the Butler Master Savings Plan Trust (Master Trust). The following brief description of the Plan is provided for general information purposes only. Participants should refer to the plan document for more complete information. Basis of presentation The accompanying financial statements have been prepared on the accrual basis of accounting and present the net assets available for benefits and changes in net assets available for benefits. Fees and expenses The expenses incurred by the administrative committee of the Plan in administering plan activity and the expenses incurred by Fidelity in administering the trust may be paid from the assets of the Plan or by the Company, as the Company elects. Eligibility All full-time Galesburg union hourly employees of the Company, having completed six months of employment, are eligible for participation in the Plan. Vesting All eligible employees participating in the Plan are immediately 100 percent vested in employer and participant contributions. Termination The Plan may be terminated at any time with the approval of the Company's board of directors. If the Plan is terminated, each participant's account balance will be, at the discretion of the Company, distributed in a lump sum or held in trust to be distributed upon each participant's retirement, death, disability or termination of employment. 4 6 Investment valuation and income recognition The Plan's investments are stated at fair value, measured by quoted market prices in an active market. Purchases and sales of securities are recorded on a trade-date basis. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the plan administrator to make estimates and assumptions that affect: the reported amounts of net assets available for benefits at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. Prior year amounts have been reclassed to conform with present year presentation. 2. CONTRIBUTIONS Employees may contribute to the Plan from 1 to 15 percent of their compensation in 1 percent increments, subject to applicable IRS regulations. Participants may direct investments of their contribution in 1 percent increments among the funds established by Fidelity. At the discretion of the Board of Directors, employee contributions up to 6 percent of compensation will be matched 25 percent by the Company. This match is applicable only to employees who are active employees on December 31, except in cases of retirement, disability or death if the Company has made a company-matching contribution under the Butler Manufacturing Company 401(k) Employee Savings Trust Plan. 3. DISTRIBUTIONS If a participant retires on or after attaining age 55, becomes totally or permanently disabled, dies or terminates employment for any other reason, the full value of the account becomes distributable. If the value of the amount distributable exceeds $3,500, the distribution cannot be made until the participant. reaches age 65 or gives consent to the distribution. All distributions must be made prior to April 1 of the calendar year immediately following the date the participant reaches age 70 1/2, even if still employed. All distributions shall be made in a single payment of cash. There were no distributions payable to vested participants at December 31, 2000 and 1999. These amounts would have been included in net assets available for benefits in the accompanying financial statements and shown as a liability of the Plan for purposes of the Form 5500. 4. IN-SERVICE WITHDRAWALS Employee contributions, in part or in total, may be withdrawn for extreme financial hardships. Such financial hardships include college costs, excessive medical expenses, the purchase of a principal residence, or to prevent eviction from a principal residence. 5 7 5. LOANS TO PARTICIPANTS At the discretion of the administrative committee, loans may be made to a participant up to the lesser of $50,000 or 50 percent of the value of the participant's account. No loan may be for an amount less than $1,000. Loans are secured by an assignment of the participant's total account balance in the Plan. Loan maturities may not be less than one year nor exceed five years, except for home loans. Interest rates will be set by the administrative committee in accordance with uniform procedures consistently applied in a manner which does not discriminate in favor of officers, shareholders or highly compensated participants. 6. INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets as of December 31: 2000 1999 ---- ---- Fidelity investment funds- Managed Income Portfolio $ 751,629 $ 645,983 Puritan Fund 1,440,394 1,269,376 Magellan Fund 2,381,672 2,309,315 Equity Income Fund 904,027 806,457 Retirement Money Market Trust 1,288,063 780,341 During 2000 the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) changed in value by ($433,088) as follows: Mutual funds $(444,742) Butler Common Stock Fund 11,654 --------- $(433,088) ========= 7. FEDERAL INCOME TAXES The Plan has received a favorable determination letter, dated December 22, 1994, from the IRS, qualifying the Plan under the Internal Revenue Code and exempting the trust from federal income taxes. The Plan has been amended since receiving the determination letter. The plan administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes is included in these financial statements. 8. INVESTMENT/PORTFOLIO RISK The plan provides for various investments, which, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits. 6 8 BUTLER MANUFACTURING COMPANY GALESBURG HOURLY EMPLOYEE SAVINGS TRUST PLAN Schedule H, line 4i - Schedule of assets (held at end of year) December 31, 2000 Fair Shares Description Value --------- ----------------------------------- ---------- *Fidelity Management Trust Company- 751,629 Managed Income Portfolio $ 751,629 76,495 Puritan Fund 1,440,394 19,964 Magellan Fund 2,381,672 16,920 Equity Income Fund 904,027 1,288,063 Retirement Money Market Trust 1,288,063 3,370 Aggressive Growth 121,888 1,593 Diverse International 34,959 583 Freedom Income 6,518 170 Freedom 2000 2,006 3,933 Freedom 2010 54,427 1,030 Freedom 2020 15,003 648 Freedom 2030 9,727 841 Spartan U.S. Equity Index 39,351 4,423 U.S. Bond Index 46,841 11,602 *Butler Common Stock Fund 82,488 Participant loans outstanding, 9.0% 368,524 *Party-in-interest to the Plan 7 9 SIGNATURE THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. GALESBURG HOURLY EMPLOYEE SAVINGS TRUST Date: June 15, 2001 By: /s/ Larry C. Miller --------------------------- Larry C. Miller, Member of the Administrative Committee 8 10 EXHIBIT INDEX Exhibit Number Description ------- ----------------------------------------- 23 Consent of Independent Public Accountants