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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On April 23, 2004, Butler Manufacturing Company ("Butler") received two letters
from BlueScope Steel Limited ("BlueScope").
The first letter from BlueScope (attached hereto as Exhibit A) advises Butler
that BlueScope has reviewed Butler's unaudited consolidated financial statements
for the three months ended March 31, 2004 and confirms that Butler's operating
results meet or exceed the EBIT, Net Cash Flow and Backlog thresholds set in the
BlueScope merger agreement such that no material adverse change has occurred.
Accordingly, subject to obtaining the necessary stockholder approval, Butler is
not aware of any conditions that will not be satisfied and would prevent the
merger with BlueScope from being consummated.
The second letter from BlueScope (attached hereto as Exhibit B) advises Butler
that BlueScope irrevocably has arranged for and will have cash on hand on April
27, 2004 to fund its financial commitments to Butler stockholders and lenders in
connection with the merger between Butler and BlueScope.
EXHIBIT A
[BLUESCOPE STEEL LOGO] BlueScope Steel Limited
ABN 80010 142 453
Level 11
120 Collins
Melbourne VIC 3000
PO Box 18207
Collins Street East
Melbourne VIC 8003
Telephone +61 3 9666 4000
Facsimile +61 3 9666 4113
www.bluescopesteel.com
April 23, 2004
Mr. John J Holland
Chairman and CEO
Butler Manufacturing Company
1540 Genessee Street
PO Box 410064
Kansas City, Missouri 64141-0064
Gentlemen:
Reference is made to that certain Agreement and Plan of Merger, dated
February 15, 2004 (the "Merger Agreement"), by and among BlueScope Steel Limited
("Parent"), BSL Acquisition Corporation ("Purchaser") and Butler Manufacturing
Company ("Butler") (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Merger Agreement). Pursuant to
Section 5.16 of the Merger Agreement, Butler has provided Parent with unaudited
consolidated financial statements for the three months ended March 31, 2004 (the
"Financial Statements"). Furthermore, pursuant to clauses (iv) and (v) of
Section 8.4 (e) of the Merger Agreement, a Company Material Adverse Change is
conclusively deemed to have occurred unless Butler meets certain specified
thresholds for EBIT, Net Cash Flow and Backlog in the Financial Statements.
Parent has reviewed the Financial Statements and hereby confirms that
EBIT, Net Cash Flow and Backlog, as reflected in the Financial Statements, meet
or exceed the EBIT, Net Cash Flow and Backlog thresholds, and, therefore, no
Company Material Adverse Change has occurred within the meaning of clauses (iv)
and (v) of Section 8.4 (e) of the Merger Agreement.
We look forward to stockholder approval and a timely completion to the
merger.
Sincerely yours,
Mr. Brian Kruger
Chief Financial Officer
BlueScope Steel Limited
EXHIBIT B
[BLUESCOPE STEEL LOGO] BlueScope Steel Limited
ABN 80010 142 453
Level 11
120 Collins
Melbourne VIC 3000
PO Box 18207
Collins Street East
23 April, 2004 Melbourne VIC 8003
Telephone +61 3 9666 4000
Mr John J Holland Facsimile +61 3 9666 4113
Chairman and CEO www.bluescopesteel.com
Butler Manufacturing Company
1540 Genessee Street
P. O. Box 410064
Kansas City, Missouri 64141-0064
BY FACSIMILE: + 1 816 968 6504
Dear John,
On behalf of BlueScope Steel Limited ("BSL"), I wish to advise you of the
current status for the funding of our offer for Butler Manufacturing Company
("BMC").
You will already be aware from publicly available information that BSL has
COMMITTED bank lines in place of A$500 million (A$400 million term facility and
A$100 million short term facility). As of the date of this letter, A$260 million
(US$190 million at current exchange rates) remains undrawn and available for the
funding of the offer for BMC. In addition to this, BSL has a COMMITTED bridging
facility for US$150 million which was specifically put in place to also
facilitate funding of the BMC offer.
On the 22 April 2004, BSL gave an IRREVOCABLE NOTICE of drawdown under its
committed term facility. Further to this, an IRREVOCABLE NOTICE of drawdown was
also delivered today under the bridging facility. BSL will therefore have
sufficient cash on hand in its US bank accounts on Tuesday 27 April, 2004 to
make all necessary payments related to the BMC merger.
As you can see, there is no doubt over BSL's ability to fund its financial
commitments to BMC shareholders and noteholders should the merger be
consummated. Our funding lines are committed and as indicated, lenders have
already been provided with irrevocable notices to drawdown. This should provide
the BMC Board with absolute certainty regarding the funding of the BSL offer.
Please do not hesitate to contact me should you wish to discuss any of the
matters dealt with in this letter.
Yours sincerely,
Brian Kruger
CHIEF FINANCIAL OFFICER