UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] Confidential, for Use of The Commission Only (As Permitted By
Rule 14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[X] Soliciting Material Pursuant to Section 14a-12
BUTLER MANUFACTURING COMPANY
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Filed by Butler Manufacturing Company
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Butler Manufacturing Company
Commission File No.: 001-12335
The following press release was issued by Butler Manufacturing Company on
February 15, 2004.
ARTHUR SCHMIDT & ASSOCIATES, INC. for: BUTLER MANUFACTURING
COMPANY
Tel (516) 767-7676 (NYSE:BBR)
Fax (516) 767-7177
Email: asa@arthurschmidt.com FOR IMMEDIATE RELEASE
INVESTOR CONTACT: MEDIA CONTACT:
Larry Miller Sally Behringer
Vice President - Finance Fleishman-Hillard
(816) 968-3216 816-665-7063
lcmiller@butlermfg.com behrings@fleishman.com
BUTLER MANUFACTURING COMPANY ANNOUNCES
ACQUISITION BY BLUESCOPE STEEL
KANSAS CITY, MO - February 15, 2004 - Butler Manufacturing Company (BBR:NYSE),
the world's leading provider of pre-engineered metal building systems and a
leading producer of architectural aluminum systems and components, announced
today that it plans to be acquired by BlueScope Steel Limited (BSL:ASX).
Butler CEO John Holland said the announcement was good news for Butler for
several reasons. "BlueScope Steel appreciates the value of Butler's many strong
brands, including its leading brand Butler(R) pre-engineered metal buildings,
industry-leading distribution and our excellent design expertise and technical
capabilities," said Holland. "Being part of their organization will accelerate
the revitalization of our North American Buildings operations and enable
BlueScope Steel to combine forces with Butler's outstanding China business to
capitalize on the opportunities we have in this dynamic region while opening the
door to more global potential.
"This allows us to continue providing excellent quality and service to our
Butler Builders(R) and customers while joining a global player that really
understands the steel business and the value of downstream products that Butler
provides."
BlueScope Steel will offer US$22.50 per share for approximately 6.4 million
common shares outstanding, and assume net debt of approximately US$60 million,
representing a total outlay of US$204 million (A$260 million). Butler and
BlueScope Steel have reached agreement on the terms of the merger, and Butler's
Board of Directors will recommend to Butler shareholders acceptance of BlueScope
Steel's offer. The acquisition will be subject to approval by regulatory
authorities in the United States. Butler shareholders are expected to vote on
the proposed acquisition in April.
BlueScope Steel Managing Director and CEO Kirby Adams said, "Butler
Manufacturing Company is the world's premier brand in pre-engineered steel
building systems, with leading market positions in both North America and China.
Butler is a long-established business, with strong, well-recognised brands and
excellent design and technical capabilities.
"Strategically, the combination of BlueScope Steel and Butler creates a very
strong global player in steel building components and pre-engineered buildings.
BlueScope Steel has a long-term growth strategy to increase its proportion of
high value-added products, and to provide inspired solutions, particularly for
the building and construction industry - a strategy that sets BlueScope Steel
apart," Mr. Adams said.
BlueScope Steel, headquartered in Melbourne, Australia, is the largest steel
producer in Australia and New Zealand. This flat steel producer manufactures
steel slab, hot and cold rolled coil, plate, tinplate and metallic painted and
coated steel products such as the market-leading COLORBOND(R) and ZINCALUME(R)
steel brands.
The acquisition is consistent with Butler's desire to strengthen operations.
Butler announced on October 30, 2003 that its Board had authorized management to
explore various strategic options for the company, including solicitation of
private investment capital, asset sales and the sale of the company. Over the
past several months, at the invitation of the Butler's Board of Directors,
BlueScope Steel has undertaken extensive due diligence of the Butler business.
Pending shareholder and regulatory approval, Butler and BlueScope Steel expect
the acquisition of Butler Manufacturing to be complete within 60-90 days.
Butler Manufacturing Company is the world's leading producer of pre-engineered
building systems, a leading supplier of architectural aluminum systems and
components, and provides construction and real estate services for the
nonresidential construction market.
Statements in this press release concerning the company's business outlook or
future economic performance; anticipated profitability, revenues, expenses or
other financial items, together with other statements that are not historical
facts, are "forward-looking statements" as that term is defined under the
Federal Securities Laws. Forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
stated in such statements. Such risks and uncertainties include, but are not
limited to, industry cyclicality, fluctuations in customer demand and order
pattern, the seasonal nature of the business, changes in pricing or other
actions by competitors, and general economic conditions, as well as other risks
detailed in the company's 2002 Annual Report to Shareholders on page 16.
* * * * * * *
In connection with the merger, Butler will be filing a proxy statement and other
relevant documents concerning the transaction with the SEC. The proxy statement
will be mailed to the stockholders of Butler. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE MERGER, STOCKHOLDERS OF BUTLER ARE URGED
TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE MERGER. Investors and security holders can obtain free copies of the proxy
statement and other documents when they become available by contacting
Shareholder Relations, Butler Manufacturing Company, 1540 Genessee, Kansas City
Missouri 64102 P.O. Box 419917 (Telephone: (816) 968-3000). In addition,
documents filed with the SEC by Butler will be available free of charge at the
SEC's web site at www.sec.gov. You may also read and copy any reports,
statements and other information filed by Butler at the SEC public reference
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC's other
public reference rooms. Please call the SEC at 1-800-SEC-0330 for further
information on public reference rooms.
Butler and BlueScope and their respective executive officers and directors may
be deemed to be participants in the solicitation of proxies from the Butler
stockholders in favor of the Merger. Certain executive officers and directors of
Butler have interests in the merger, including, among others, change of control
payments, acceleration of and/or vesting of restricted stock, deferred
compensation and fees and stock options and their ownership of Butler's common
stock, and their interests will be described in the proxy statement when it
becomes available.