SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------- FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: May 16, 2002 BUTLER MANUFACTURING COMPANY 1540 Genessee Street Kansas City, Missouri 64102 Phone (816) 968-3000 Incorporated in the State of Delaware Commission File No. 001-12335 I.R.S. Employer Identification Number: 44-0188420 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. The Board of Directors of Butler Manufacturing Company (the "Company"), upon the recommendation of its Audit Committee, approved dismissal of Arthur Andersen LLP ("Arthur Andersen") as the Company's independent auditors and the appointment of KPMG LLP to serve as the Company's independent auditors for the year ending December 31, 2002. The change is effective May 16, 2002. Arthur Andersen's reports on the Company's consolidated financial statements for each of the years ended December 31, 2001 and 2000 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2001 and 2000 and through the date hereof, there were no disagreements with Arthur Andersen on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to Arthur Andersen's satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with the audit reports on the Company's consolidated financial statements for such years; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. The Company provided Arthur Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated May 16, 2002, stating its agreement with such statements. During the years ended December 31, 2001 and 2000 and through May 16, 2002, the Company did not consult KPMG LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K. ITEM 7. - FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit 16 Letter from Arthur Andersen to the Securities and Exchange Commission dated May 16, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BUTLER MANUFACTURING COMPANY Date: May 16, 2002 BY: /s/ Larry C. Miller ---------------------- Larry C. Miller Vice President -Finance and Chief Financial Officer Date: May 16, 2002 BY: /s/ John W. Huey ---------------------- John W. Huey Vice President, General Counsel And Secretary.