UNITED STATES
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BUTLER MANUFACTURING COMPANY
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On April 23, 2004, Butler Manufacturing Company issued a press release
announcing that it delivered a letter to Mr. Michael E. Heisley, Sr., Chief
Executive Officer of Robertson-Ceco Corporation. The press release which
includes the text of the letter to Mr. Heisley follows:
PRESS RELEASE
Following the review by the Board of Directors of Butler Manufacturing Company
of the Robertson- Ceco Corporation April 22,2004 press release, the following
letter was delivered to Michael Heisley, Chief Executive of Robertson-Ceco
Corporation:
April 23, 2004
Mr. Michael E. Heisley, Sr.
Chief Executive Officer
Robertson-Ceco Corporation
5600 Three First National Plaza
Chicago, Illinois 60602
Mr. Heisley:
The Board of Directors ("Board") of Butler Manufacturing Company ("Butler") has
reviewed your most recent proposal, known to us through the press release issued
by Robertson-Ceco Corporation ("RCC") on April 22, 2004. We expected to receive
supporting documentation from you; however, you have not provided us with any
additional written information or documentation to substantiate your revised
proposal other than your press release.
Our Board remains committed to fulfilling our fiduciary duties to Butler's
stockholders and providing them the best available transaction. In the faithful
exercise of those duties, we would have valued a concrete proposal that is
reliable and credible--one that is backed by committed financing and offers
assurance of securing a superior value in a reasonable time frame--not just
preliminary proposals and casual, non-binding statements that RCC and its
"financial partners bring all the requisite resources to successfully fund this
transaction."
YOUR ACTIONS ARE NOT CONSISTENT WITH THOSE OF A SERIOUS, BONA FIDE BIDDER
WILLING TO COMMIT FUNDING AND ENFORCEABLE AGREEMENTS TO ASSURE COMPLETION OF THE
TRANSACTIONS YOU PROPOSE.
You have taken no steps to improve the certainty, and I emphasize certainty, of
your proposal since you originally approached us in September of last year,
despite your being given access to
Butler management and confidential Butler material, as well as your team having
spent several days reviewing detailed and confidential data room information.
To date, the materials you have provided to us have done nothing to bring
clarity to or give us comfort with your proposal. Instead, the preliminary and
non-binding funding proposals have brought to light serious concerns that any
financing would be subject to detailed documentation and legal, environmental,
financial and business due diligence on both Butler and the RCC companies, as
well as special comfort on other matters such as available insurance coverage
and trends regarding RCC's asbestos claims and the solvency of RCC before and
after the transaction.
Moreover, to satisfy our fiduciary duties, we cannot abandon a transaction that
is set to deliver, next week, the solid assurance of $22.50 in cash to our
stockholders and payment in full to our note holders, and instead accept
substantial risk to, in your words, "explore the proposed combination of RCC's
operating divisions with Butler" under a contingent proposal that is not legally
binding and offers no assurance of being consummated in a reasonable time frame,
if ever.
The Agreement and Plan of Merger by and among Butler, BSL Acquisition
Corporation and BlueScope Steel Limited ("BlueScope") was filed with the SEC on
February 17, 2004, allowing serious bidders adequate time to do what is
necessary to put forth a Superior Proposal for our stockholders. Instead, you
have selected the eleventh hour to re-approach Butler, muddying the waters
regarding the merger with BlueScope. WE CAN ONLY CONCLUDE THAT YOU ARE ENGAGED
IN A CAMPAIGN TO PERSUADE OUR STOCKHOLDERS TO VOTE AGAINST THE CERTAINTY OF THE
BLUESCOPE MERGER BY PROVIDING ONLY THE APPEARANCE OF AN ALTERNATIVE TRANSACTION
WITHOUT INFORMING OUR STOCKHOLDERS OF THE SUBSTANTIAL RISKS OF BOTH A FAILED
MERGER AND THE CONTINGENT, UNENFORCEABLE AND CONDITIONAL NATURE OF YOUR
PROPOSAL.
The BlueScope merger agreement is clear and concise with respect to the elements
that are necessary for the Board to determine whether a proposal represents a
Superior Proposal. Under the merger agreement, we have no ability to explore or
discuss proposals that are not Superior Proposals. Furthermore, as stated in the
merger agreement, we cannot respond unless you provide us with sufficient
evidence and documentation to support your statements. To date, the information
you have provided us does not meet the necessary standards.
The merger agreement provides sufficient avenues to pursue your proposal if and
when you provide us with documentation like that outlined below. Furthermore,
you could have, for example, made an all cash fully funded tender offer. If you
submit to us written information which allows the Butler Board to conclude the
RCC proposal is a Superior Proposal, we would submit it to BlueScope with the
appropriate notice under the merger agreement and BlueScope will have five
business days to respond. If such assurances are actually provided promptly in
your proposal and our Board concludes its represents a Superior Proposal, we
would move to adjourn the stockholder meeting to give BlueScope the required
five days to respond. You have either artfully or by accident caused your own
predicament by waiting to the last minute to
express your proposals in press releases and superficial letters rather than
substantive compelling data and binding and enforceable agreements.
To be more specific, despite the improvement in proposed cash consideration, the
April 22, 2004 press release that purports to set out a new proposal by RCC was
still not responsive to the clear standards applicable to determination of
whether any proposal would constitute a Superior Proposal, including the
following:
o You have yet to provide any clarity with respect to the sufficiency of
committed, non-contingent financing and your most recent proposal
conspicuously makes no mention of LaSalle Bank National Association's
participation in any transaction, as previously purported;
o Essentially no business or financial information regarding The HEICO
Companies, L.L.C. or the RCC entities has been provided, making it
impossible for our advisors to assess the validity or merits of the merger
without reviewing information on these private entities;
o You have not supplied any definitive agreements that would govern and
ensure the consummation of the various and prolific transactions outlined
in your proposal;
o You have not provided a definitive timeline for completing the various
complex transactions in a manner that is responsive to Butler's standing
obligation to its senior note holders or its liquidity needs, or for us or
our stockholders to realistically assess the proposal; and
o You have not provided anything other than your unenforceable rhetoric as to
how to deal with Butler's lenders, who can demand immediate payment of over
$135 million.
In the absence of a proposal that is a Superior Proposal, it is our duty to
continue to recommend that Butler stockholders vote for the approval and
adoption of the merger with BlueScope Steel Limited.
Respectfully,
John Holland
Chairman
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.