UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 15, 2003
BUTLER MANUFACTURING COMPANY
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 5. LETTER OF INTENT TO SELL LESTER DIVISION
On May 15, 2003, Butler Manufacturing Company announced that it has signed a
letter of intent to sell substantially all of the assets of the Lester Building
Systems business to a management team headed by John Hill, the current Lester
division president.
The company anticipate completing a definitive purchase agreement during the
next several weeks, with the closing of the transaction occurring late in the
second quarter or early in the third quarter of this year.
The transaction excludes the recent jury verdict awarded to Butler Manufacturing
Company related to a lawsuit involving Louisiana-Pacific Corporation. The
original award of $29.6 million is currently under appeal. The company and the
new owners of the Lester Building Systems business will work cooperatively
during the appeal process to bring this litigation to its conclusion.
While the financial terms of the transaction were not disclosed, the company
anticipates it will record an aftertax charge upon sale of approximately $4.3
million, or $.68 per share. The anticipated pretax charge is approximately $7
million, including noncash charges of approximately $6.5 million for the
write-down of assets to net sales value. Per the letter of intent, the company
will provide seller financing to the new owners. The sale is subject to
contingencies common to such transactions, including due diligence reviews,
board approvals, financing, lender consents, and the negotiation of a
definitive agreement.
In 2002, the Lester division reported sales of approximately $42 million and
recorded an operating loss slightly over $6 million, including approximately $3
million of repositioning expenses and one-time legal costs associated with the
Louisiana-Pacific Corporation lawsuit noted above.
The Lester division is part of the company's North American Building Systems
Segment, and designs, manufactures, markets and erects pre-engineered wood-frame
buildings for a variety of end uses. Principal offices are located in Lester
Prairie, Minnesota, with sales, engineering and manufacturing facilities in
Charleston, Illinois and Clear Brook, Virginia.
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BUTLER MANUFACTURING COMPANY
May 15, 2003 /s/ Larry C. Miller
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Date Larry C. Miller
Vice President - Finance, and
Chief Financial Officer
May 15, 2003 /s/ John W. Huey
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Date John W. Huey
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
99.1 Butler Manufacturing Company Signs Letter of Intent to Sell Lester
Division
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