UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BUTLER MANUFACTURING COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 44-0188420
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(State of incorporation or organization) (IRS Employer Identification No.)
1540 Genessee Street, P.O. BOX 419917, Kansas City, Missouri 64102
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(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of The Exchange Act and is 12(g) of The Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [X] following box. [ ]
Securities Act registration statement file number to which
this form relates: N/A
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered: Name of Each Exchange on Which Each
Class is to be Registered:
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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The undersigned registrant hereby amends its registration statement on
Form 8-A, dated September 17, 1998 and filed with the Securities and Exchange
Commission on September 23, 1998, as follows:
Item 1. Description of Registrant's Securities to be Registered.
Item 1 is amended to add the following:
As publicly announced on February 15, 2004, Butler Manufacturing
Company (the "Company") has entered into an Agreement and Plan of Merger (the
"Merger Agreement") with BlueScope Steel Limited, an Australian company
("Purchaser"), and BSL Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of Purchaser ("Acquisition Sub"). The Merger Agreement
provides, subject to certain conditions, that Acquisition Sub will merge with
and into the Company (the "Merger"), with the Company continuing as the
surviving corporation and becoming a wholly-owned subsidiary of Purchaser, and
each share of outstanding common stock of the Company, other than those shares
held by the stockholders, if any, who properly exercise their appraisal rights
under Delaware law, will be converted into the right to receive $22.50 in cash
without interest. In connection with the Merger Agreement, the Company executed
Amendment No. 1 ("Amendment No. 1") to the Rights Agreement dated as of
September 16, 1998 (the "Rights Agreement") between the Company and UMB Bank,
N.A., as Rights Agent.
Amendment No. 1 amends Sections 1, 1(a), 3(a), 11 and 13 of the Rights
Agreement to provide that the approval, execution, delivery, announcement or
performance of the Merger Agreement or the consummation of the transactions
contemplated thereby (including, without limitation, the Merger) will not (a)
cause Purchaser or Acquisition Sub to become an Acquiring Person (as defined in
the Rights Agreement), (b) give rise to a Distribution Date (as defined in the
Rights Agreement) or (c) trigger certain other events specified in the Rights
Agreement.
In addition, Amendment No. 1 amends Section 7(a) of the Rights
Agreement to provide that the Rights (as defined in the Rights Agreement) are
exercisable at or prior to the earliest of (i) the close of business on
September 30, 2008, (ii) immediately prior to the effective time of the Merger,
(iii) the time at which the Rights are redeemed as provided in Section 23 of the
Rights Agreement or (iv) the time at which such Rights are exchanged as provided
in Section 24 of the Rights Agreement.
The Rights Agreement was filed as Exhibit 1.1 to the Company's
Registration Statement on Form 8-A dated September 17, 1998 and filed with the
Commission on September 23, 1998. Amendment No. 1 is attached as Exhibit 2 to
this Form 8-A/A. The foregoing summary description of the Rights does not
purport to be complete and is qualified in its entirety by the reference to such
exhibits which are hereby incorporated herein by reference in their entirety.
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Item 2. Exhibits.
Exhibit
Number Description of Document
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1 Rights Agreement, dated as of September 16, 1998, between
Butler Manufacturing Company and UMB Bank, N.A., as Rights
Agent, which includes as Exhibit A the Form of Certificate of
Designations, as Exhibit B the Form of Right Certificate and
as Exhibit C the Summary of Rights to Purchase Preferred
Shares. Pursuant to the Rights Agreement, Rights Certificates
will not be mailed until after the Distribution Date (as that
term is defined in the Rights Agreement). (Incorporated by
reference to the Company's Registration Statement on Form 8-A
dated September 17, 1998 and filed with the Commission on
September 23, 1998).
2 Amendment No. 1 to Rights Agreement dated as of February 15,
2004 between Butler Manufacturing Company and UMB Bank, N.A.,
as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
BUTLER MANUFACTURING COMPANY
Dated: February 18, 2004 By: /s/ John W. Huey
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John W. Huey
Vice President
Index to Exhibits
Exhibit No. Exhibit
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1 Rights Agreement, dated as of September 16, 1998, between
Butler Manufacturing Company and UMB Bank, N.A., as Rights
Agent, which includes as Exhibit A the Form of Certificate of
Designations, as Exhibit B the Form of Right Certificate and
as Exhibit C the Summary of Rights to Purchase Preferred
Shares. Pursuant to the Rights Agreement, Rights Certificates
will not be mailed until after the Distribution Date (as that
term is defined in the Rights Agreement). (Incorporated by
reference to the Company's Registration Statement on Form 8-A
dated September 17, 1998 and filed with the Commission on
September 23, 1998).
2 Amendment No. 1 to Rights Agreement dated as of February 15,
2004 between Butler Manufacturing Company and UMB Bank, N.A.,
as Rights Agent.