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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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BUTLER MANUFACTURING COMPANY
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(Name of Registrant as Specified In Its Charter)
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SEC 1913 (02-02)
The following press release was issued by Butler Manufacturing Company on April
15, 2004:
BUTLER MANUFACTURING COMPANY EVALUATES PROPOSAL
FROM ROBERTSON-CECO CORPORATION
KANSAS CITY, MO, April 15, 2004 -- On April 13, 2004, the Board of
Directors of Butler Manufacturing Company ("Butler") [BBR:NYSE] received an
unsolicited proposal from Robertson-Ceco Corporation ("RCC") who issued a press
release on April 14, 2004 describing its proposal to acquire Butler. As
previously announced and described in the proxy statement mailed to Butler
stockholders on March 26, 2004, Butler has entered into an Agreement and Plan of
Merger with BlueScope Steel Limited ("BlueScope"), whereby Butler stockholders
would be entitled to receive $22.50 per share in cash. A special meeting of
Butler stockholders is scheduled on April 27, 2004 to vote on the proposed
merger with BlueScope.
Butler's Board of Directors has met to review and consider the RCC
proposal. After consultation with its financial advisors and outside legal
counsel, the Board has determined that the RCC proposal is too vague and
uncertain for the Board to conclude that it represents a Superior Proposal.
Under the terms of the merger agreement with BlueScope, a Superior Proposal is
defined as an acquisition transaction that is reasonably likely to be
consummated on the terms proposed, taking into account all legal, financial,
regulatory and other aspects, and would result in a more favorable outcome than
the BlueScope merger from a financial point of view to Butler stockholders if
consummated, taking into account the proposed timing.
In reviewing the RCC proposal, the Board was concerned that too many
questions remained unanswered. For example, the RCC proposal did not provide
evidence that definitive sources of committed funds were available to consummate
the contemplated transactions and finance the payment of consideration to Butler
stockholders. In addition, the RCC proposal includes a number of complex steps
involving multiple parties, which led the Board to conclude that the timeline to
finalize the RCC transaction would be lengthy and uncertain. The Board was also
mindful of the existing Noteholder Amendment Agreement, dated December 30, 2003,
that requires Butler to conclude a transaction that provides for payment in full
of all Butler's obligations to its senior note holders by April 30, 2004. The
Board concluded the RCC proposal did not adequately address these and other
issues.
In addition, the Board considered the fact that RCC participated in the
sale process for Butler during late 2003 and early 2004 and RCC was unable to
provide a proposal that the Board elected to pursue during that period.
The Board weighed the relative certainty of the BlueScope merger
against the apparent risk and uncertainty associated with consummating the
transactions outlined in the RCC proposal. In light of Butler's current
financial condition, the Board also considered the risks of continuing to
operate Butler's business for the extended period of time necessary to seek to
conclude the transactions proposed by RCC. These factors also contributed to the
Board's evaluation of the RCC proposal.
The Board continues to believe that the merger with BlueScope will be
closed, subject to stockholder approval, immediately following the special
meeting of Butler stockholders on April 27, 2004. Because the Board determined
that the RCC proposal is too vague and uncertain to represent a Superior
Proposal, Butler is precluded under the merger agreement with BlueScope from
entering into or participating in discussions with RCC at this time. The Board
continues to recommend that Butler stockholders vote for approval and adoption
of the BlueScope merger agreement
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.