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 20, 2004
The following press release was issued by Robertson-Ceco Corporation
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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 EXPRESSES DISMAY AT BUTLER
MANUFACTURING COMPANY'S REFUSAL TO CONSIDER SUPERIOR PROPOSAL
RCC BELIEVES THAT THE BUTLER BOARD WILL VIOLATE ITS FIDUCIARY
DUTIES IF IT FAILS TO MEET WITH RCC TO DISCUSS RCC'S $23
PER SHARE MERGER OFFER AND FINANCING ARRANGEMENTS
CHICAGO, April 20, 2004. Robertson-Ceco Corporation, a Delaware
corporation ("RCC"), today expressed its dismay at the refusal of Butler
Manufacturing Company's board to explore the proposed combination of RCC's
operating divisions with Butler.
On Friday, RCC provided Butler with proposals from Longleaf Partners
Small-Cap Fund ("Longleaf") and LaSalle Bank N.A. ("LaSalle") to provide equity
and debt financing for the transaction. In a statement issued on Monday, Butler
described the proposal, which offers shareholders the option of receiving $23 in
cash or shares in the combined company valued at $26 per share, as vague and
uncertain. RCC is dismayed by Butler's response.
RCC'S PROPOSAL IS NOT VAGUE: Under RCC's proposal, all Butler
shareholders will have the right to elect to continue their ownership
of shares in the combined company of Butler and Robertson-Ceco. Or
alternatively to choose to have their Butler shares converted into the
right to receive $23 per share in cash. "Given the improving industry
fundamentals for pre-engineered metal buildings and the clear
opportunity to enhance the financial performance of Butler, we are
dismayed that the Butler Board would deny shareholders the opportunity
to go forward with more advantageous clear options for the Butler
shareholders," noted Michael E. Heisley, Sr., Chief Executive Officer
of Robertson-Ceco.
RCC'S PROPOSAL IS NOT UNCERTAIN: RCC has received financing proposals
described below and previously described to the Butler Board.
Considering the projections of Butler for this year (projected EBITDA
of approximately $39 million for 2004), RCC believes that the debt of
the combined enterprise would be less than 2x EBITDA, which RCC
believes eliminates the uncertainty of available financing. Indeed, RCC
has arranged for financing, and all the Butler Board must do to
determine its certainty is to allow the lenders to make simplistic and
technical confirmations. It seems that the Butler Board has not taken
into consideration the improved operations in assessing the certainty
of the financing.
Longleaf has submitted a proposal to purchase up to $100 million (but
not less than $60 million) of newly issued Butler shares at a purchase price of
$23 per share. The funds received from Longleaf would be used to repurchase
Butler shares, also at a purchase price of $23 per share, from shareholders who
elect to take cash rather than continue as a shareholder in the combined
enterprise. The Heico Companies and its affiliates would provide any additional
funding necessary to purchase outstanding Butler shares if shares having a value
over $100 million are exchanged for cash. 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
repurchase of shares will be applied to reduce Butler debt. It should be
emphasized that the Longleaf and Heico investments will be into the common
equity of the combined enterprise and will therefore rank equally with
outstanding shares issued to current Butler shareholders.
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 benefits to
shareholders from the increased values which RCC expects will result from the
rapidly improving business cycle for the pre-engineered metal buildings
business. RCC expects the improving business cycle, as well as synergies and
significantly improved margins which should be realized in a combined
enterprise, will inure to the benefit of shareholders who would continue their
ownership of shares. In addition, since RCC believes the Butler debt can be
readily refinanced, acceptance of the Blue Scope proposal cannot reasonably be
based on the inability to refinance Butler debt.
"We believe that RCC and our financial partners bring more than
adequate resources to successfully fund this transaction. The availability of
financing could be confirmed quite easily if Butler would agree to cooperate
with Longleaf and LaSalle and share current financial information with them. We
are disappointed by the board's lack of commitment to the process, given that
our proposal would result in a more favorable outcome for Butler's
shareholders," said Heisley.
Contrary to Butler's assertion, Heisley noted that RCC OPERATED ON A
PROFITABLE BASIS FOR THE PAST 8 YEARS. RCC reiterated that it is prepared to
finalize a merger agreement and either refinance or purchase all of the senior
notes and further extend the Noteholder Amendment Agreement prior to April 30,
2004, when it expires.
RCC believes that the Butler Board should determine in fulfillment of
its fiduciary duties to withdraw its recommendation that the Butler shareholders
vote for approval of the Blue Scope proposal.
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.
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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.