Filed by Robertson-Ceco Corporation
pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to
Rule 14a-12 and
Rule 14d-2 under the Securities Exchange
Act of 1934
Subject Company: Butler Manufacturing
Company
Commission File No. 001-12335
Date: April 22, 2004
The following press release was issued by Robertson-Ceco Corporation
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CONTACTS:
FROM ROBERTSON-CECO CORPORATION:
Christopher B. Campbell
Tel: (312) 419-8220
Fax: (312) 419-9417
ccampbell@heico-acq.com
FROM CCG INVESTOR RELATIONS:
Crocker Coulson, Partner
Tel: (818) 789 0100
crocker.coulson@ccgir.com
ROBERTSON-CECO CORPORATION AMENDS OFFER TO $24.50 PER SHARE
IN CASH
RCC NEGOTIATES ADDITIONAL FINANCING COMMITMENT TO FINANCE THE TRANSACTION
CHICAGO, April 22, 2004. Robertson-Ceco Corporation, a Delaware
corporation ("RCC"), today improved its offer to provide liquidity to
shareholders of Butler Manufacturing Company in a combination with the operating
businesses of RCC. Under the improved proposal, Butler shareholders will have
the right to continue their ownership of shares in the combined company or
alternatively to choose to have their Butler shares converted into the right to
receive $24.50 per share in cash. All Butler shareholders may elect to receive
$24.50 per share in cash for all of their shares.
In addition to the financing provided by Longleaf Partners Small-Cap
Fund ("Longleaf") and The Heico Companies ("Heico"), RCC has negotiated a bridge
facility to fund/refinance the outstanding debt of Butler. The financing is not
dependent upon the assets or credit rating of Butler.
In addition to the above bridge financing, Longleaf has proposed to
purchase up to $100 million shares of the combined entity at a purchase price of
$23 per share. The funds received from Longleaf would be used to pay the cash
conversion price for Butler shares, at a purchase price of $24.50 per share. If
additional funding is needed to pay for Butler shares exchanged for cash, The
Heico Companies (owner of 97% of RCC) would purchase additional newly issued
Butler shares at $23 per share to cover the additional funding requirements. If
less than $60 million is required to repurchase shares, Longleaf's investment
would be reduced to $60 million and any excess by which $60 million exceeds the
amount necessary to fund the cash conversion of Butler shares will be applied to
reduce Butler debt. It should be emphasized that the Longleaf and Heico
investments will be in the common equity of the combined enterprise and will
therefore rank equally with outstanding shares issued to current Butler
shareholders who elect to retain stock ownership.
RCC's amended proposal is clearly SUPERIOR to the proposal by Blue
Scope. The Blue Scope proposal forces all Butler shareholders to accept $22.50
per share in cash, an amount determined at a low point in the business cycle.
Acceptance of the Blue Scope proposal will eliminate the opportunity for
shareholders to participate in the increased values which RCC expects will
result from an improved business cycle for pre-engineered metal buildings, as
well as the synergies and improved margins which could be realized in a combined
enterprise.
"We believe that RCC and our financial partners bring all the requisite
resources to successfully fund this transaction." said Michael E. Heisley, Sr.,
Chief Executive Officer of Robertson-Ceco.
ABOUT ROBERTSON-CECO
Robertson-Ceco manufactures pre-engineered metal buildings for the industrial
and construction industries. The company's three metal-building manufacturing
companies, Ceco Building Systems, Star Building Systems, and H. H. Robertson
Building Systems, operate five plants in the US and one in Canada. It
manufactures buildings that range in size from under 150,000 sq. ft. to up to 1
million sq. ft. and up to four stories high. Robertson-Ceco sells through
builder/dealer networks in the US and Canada and through direct sales and local
dealers in Asia. The company employs approximately 1450 people.
# # #
NOTE: THE FOLLOWING NOTICE IS INCLUDED TO MEET CERTAIN LEGAL REQUIREMENTS:
FORWARD LOOKING STATEMENTS
This filing contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. In some cases, you can
identify those so-called "forward-looking statements" by words such as "may,"
"will," "should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue," or the negative of those words and other
comparable words. You are cautioned that actual events or results may differ
materially from the expectations expressed in such forward-looking statements as
a result of various factors, including risks and uncertainties, many of which
are beyond the control of RCC. Factors that could cause actual results to differ
materially include, but are not limited to: (1) the businesses of RCC and Butler
may not be integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected combination benefits from
the RCC/Butler transaction may not be fully realized or realized within the
expected time frame; (3) revenues following the RCC/Butler transaction may be
lower than expected; (4) operating costs, customer loss and business disruption,
including, without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers, may be greater than expected
following the RCC/Butler transaction; (5) the regulatory approvals required for
the RCC/Butler transaction may not be obtained on the proposed terms or on the
anticipated schedule; (6) the effects of legislative and regulatory changes; (7)
the potential for increased competition; (8) fluctuations in customer demand,
order patterns and pricing pressures which could affect demand for RCC or Butler
services; (9) industry cyclicality and seasonality; (10) changes in labor,
equipment and capital costs or availability; (11) general business and economic
conditions; and (12) other risks described from time to time in Butler's
periodic reports filed with the Securities and Exchange Commission (the
"Commission").
Any information concerning Butler contained in this filing has been
taken from, or is based upon, publicly available information. Although RCC does
not have any information that would indicate that any information contained in
this filing that has been taken from such documents is inaccurate or incomplete,
RCC does not take any responsibility for the accuracy or completeness of such
information.
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of Butler or the combined company. Investors and
security holders are urged to read the disclosure documents regarding the
proposed RCC/Butler transaction, when they become available, because they will
contain important information. The disclosure documents will be filed with the
Commission by RCC. Investors and security holders may obtain a free copy of the
disclosure documents (when they are available) and other documents filed by RCC
with the Commission at the Commission's website at www.sec.gov. The disclosure
documents and these other documents (when they are available) may also be
obtained for free from RCC by directing a request to Robertson-Ceco Corporation,
5600 Three First National, Chicago, Illinois 60602.
RCC is not currently engaged in a solicitation of proxies or consents
from its shareholders or from the shareholders of Butler. However, in connection
with its proposal to merge with Butler, certain directors and officers of RCC
may participate in meetings or discussions with RCC shareholders some of whom
may also be Butler shareholders or other persons who may also be Butler
shareholders. RCC does not believe that any of these persons is a "participant"
as defined in Schedule 14A promulgated under the Securities Exchange Act of
1934, as amended, in the solicitation of proxies or consents, or that Schedule
14A requires the disclosure of certain information concerning any of them.
If in the future RCC does engage in a solicitation of proxies or
consents from its shareholders or the shareholders of Butler in connection with
its proposal to merge with Butler it will amend the information provided above
to disclose the information concerning participants in that solicitation
required by Rule 14a-12 under the Securities Exchange Act of 1934.