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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Exchange Act of 1934 (Amendment No. )
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RULE 14a-6(e)(2))
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[ ] Soliciting Material Pursuant to Section 240.14a-12
BUTLER MANUFACTURING COMPANY
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(Name of Registrant as Specified In Its Charter)
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CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
The following press release was issued by Butler Manufacturing Company on April
19, 2004:
BUTLER MANUFACTURING COMPANY FILLS INFORMATION GAPS LEFT BY ROBERTSON-CECO
OFFER; CONFIRMS LACK OF COMMITTED FUNDING WITH SEC FILING
KANSAS CITY, MO, April 19, 2004 - As promised, Butler Manufacturing
Company (NYSE:BBR) today filed with the SEC the complete information provided to
it by Robertson-Ceco on April 16, 2004.
"This information clearly provides no commitments for funding," said
John Holland, Chairman and CEO of Butler, "and we wanted our stockholders to see
exactly what was provided to us by Robertson-Ceco. Robertson-Ceco has yet to
provide credible support for its financial ability or a process to complete an
acquisition of Butler promptly, if ever."
Investors can review the additional filing at www.sec.gov by searching
"Butler Manufacturing Company" under "Search for Company Filings" or go to
www.butlermfg.org/investors and click on SEC Filings.
At the special meeting of stockholders scheduled for Tuesday, April 27,
2004, Butler stockholders are being asked to vote on a proposal to approve and
adopt the Agreement and Plan of Merger, dated February 15, 2004, pursuant to
which BlueScope Steel Limited has agreed to acquire Butler for $22.50 in cash
per share.
"Our Board of Directors continues to recommend that Butler stockholders
vote for approval and adoption of the BlueScope Steel merger agreement," said
Holland. "We are convinced that the merger with BlueScope is the best available
transaction for our stockholders."
Stockholders with questions or comments may contact John Holland at
Butler or MacKenzie Partners, Inc., Butler's proxy solicitor, at 800-322-2885 or
212-929-5500 (call collect).
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.