UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 23, 2004
BUTLER MANUFACTURING COMPANY
Butler Manufacturing Company
1540 Genessee Street
P.O. Box 419917
Kansas City, Missouri 64102
Phone (816) 968-3000
Incorporated in the State of Delaware
Commission File No. 001-12335
I.R.S. Employer Identification Number: 44-0188420
ITEM 5. OTHER EVENTS
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 99.1)
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 99.2)
advises Butler that BlueScope irrevocably has arranged for having 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.
ITEM 7. EXHIBITS
99.1 Letter from BlueScope Steel Limited to Butler Manufacturing
Company, dated April 23, 2004, concerning financial parameters
contained in the BlueScope merger agreement.
99.2 Letter from BlueScope Steel Limited to Butler Manufacturing
Company, dated April 23, 2004, concerning committed financing.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BUTLER MANUFACTURING COMPANY
April 23, 2004 /s/ Larry C. Miller
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Date Larry C. Miller
Vice President - Finance, and
Chief Financial Officer
April 23, 2004 /s/ John W. Huey
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Date John W. Huey
Vice President, General Counsel
and Secretary
EXHIBIT INDEX
99.1 Letter from BlueScope Steel Limited to Butler Manufacturing Company,
dated April 23, 2004, concerning financial parameters contained in the
BlueScope merger agreement.
99.2 Letter from BlueScope Steel Limited to Butler Manufacturing Company,
dated April 23, 2004, concerning committed financing.