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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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BUTLER MANUFACTURING COMPANY
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(Name of Registrant as Specified In Its Charter)
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SEC 1913 (02-02)
The following press release was issued by Butler Manufacturing Company on April
16, 2004:
BUTLER MANUFACTURING COMPANY EXPECTS TO MEET
FINANCIAL TESTS UNDER BLUESCOPE MERGER AGREEMENT
KANSAS CITY, MO, April 16, 2004 -- Butler Manufacturing Company
("Butler") [NYSE:BBR] announced today that it expects to meet the financial
milestones established in the Agreement and Plan of Merger with BlueScope Steel
Limited ("BlueScope") for the quarter ended March 31, 2004.
As previously announced and described in the proxy statement mailed to
Butler stockholders on March 26, 2004, Butler has entered into a merger
agreement with BlueScope whereby Butler stockholders would be entitled to
receive $22.50 per share in cash. A special meeting of Butler stockholders is
scheduled on April 27, 2004 to vote on the proposed merger with BlueScope.
As a condition to BlueScope's obligation to consummate the merger, no
Material Adverse Change ("MAC") may have occurred with respect to Butler since
February 15, 2004. Included in the definition of MAC are failures by Butler to
meet certain thresholds for consolidated earnings before interest and taxes
(EBIT) and net cash flow for the quarter ended March 31, 2004 and consolidated
backlog as of March 31, 2004. Butler believes that its operating results exceed
the established thresholds such that no MAC will have occurred with respect to
these financial milestones.
The Board continues to recommend that Butler stockholders vote for
approval and adoption of the BlueScope merger agreement.
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.
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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 2003 Annual Report to the Securities and Exchange
Commission on page 4.