UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] Confidential, for Use of The Commission Only (As Permitted By
Rule 14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[X] Soliciting Material Pursuant to Section 14a-12
BUTLER MANUFACTURING COMPANY
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
Filed by Butler Manufacturing Company
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Butler Manufacturing Company
Commission File No.: 001-12335
The following was filed by Butler Manufacturing Company ("Butler") with the
Securities and Exchange Commission ("SEC") under cover of a Current Report on
Form 8-K on February 17, 2004.
On February 15, 2004, Butler and BlueScope Steel Limited, an Australian
corporation ("BlueScope"), entered into an Agreement and Plan of Merger
(the "Merger Agreement") pursuant to which BSL Acquisition Corporation,
a wholly-owned subsidiary of BlueScope, will merge with and into Butler
(the "Merger"), and Butler will become a wholly-owned subsidiary of
BlueScope. A copy of the Merger Agreement is attached hereto as Exhibit
99.1.
Pursuant to the Merger Agreement, each outstanding share of Butler
common stock will be exchanged for the right to receive $22.50 in cash.
Each outstanding in-the-money option to acquire Butler common stock
will be exchanged for the right to receive an amount equal to the
product of (A) the difference between $22.50 and the exercise price per
share of such option, and (B) the number of shares of Butler common
stock covered by such option, less applicable withholding taxes. The
Merger is conditioned upon, among other things, approval by Butler's
stockholders, clearance under applicable antitrust laws and other
customary conditions. Butler currently expects that the Merger will be
consummated within 60-90 days.
In connection with entering into the Merger Agreement, Butler's board
of directors approved Amendment No. 1 (the "Rights Amendment") to the
Rights Agreement dated as of September 16, 1998 (the "Rights
Agreement") between Butler and UMB Bank, N.A., as rights agent, which
was entered into on February 15, 2004. The Rights Amendment renders the
Rights Agreement inapplicable to the transactions contemplated by the
Merger Agreement. A copy of the Rights Amendment is attached hereto as
Exhibit 99.2.
Butler's press release announcing the Merger (the "Press Release") is
attached hereto as Exhibit 99.3.
In connection with the merger, Butler will be filing a proxy statement and other
relevant documents concerning the transaction with the SEC. The proxy statement
will be mailed to the stockholders of Butler. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE MERGER, STOCKHOLDERS OF BUTLER ARE URGED
TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE MERGER. Investors and security holders can obtain free copies of the proxy
statement and other documents when they become available by contacting
Shareholder Relations, Butler Manufacturing Company, 1540 Genessee, Kansas City
Missouri 64102 P.O. Box 419917 (Telephone: (816) 968-3000). In addition,
documents filed with the SEC by Butler will be available free of charge at the
SEC's web site at www.sec.gov. You may also read and copy any reports,
statements and other information filed by Butler at the SEC public reference
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC's other
public reference rooms. Please call the SEC at 1-800-SEC-0330 for further
information on public reference rooms.
Butler and BlueScope and their respective executive officers and directors may
be deemed to be participants in the solicitation of proxies from the Butler
stockholders in favor of the Merger. Certain executive officers and directors of
Butler have interests in the merger, including, among others, change of control
payments, acceleration of and/or vesting of restricted stock, deferred
compensation and fees and stock options and their ownership of Butler's common
stock, and their interests will be described in the proxy statement when it
becomes available.
FORWARD-LOOKING STATEMENTS
Statements in this document concerning Butler'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 Butler's 2002 Annual Report to Shareholders on page 16.