UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 15, 2004
BUTLER MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 001-12335 44-0188420
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
1540 Genessee Street
P.O. BOX 419917
Kansas City, Missouri 64102
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (816) 968-3000
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ITEM 5. OTHER EVENTS.
On February 15, 2004, Butler Manufacturing Company, a Delaware corporation
("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.
The foregoing description of the Merger Agreement, the Merger, the Rights
Amendment and the Press Release does not purport to be complete and is qualified
in its entirety by reference to the Merger Agreement, the Rights Amendment and
the Press Release, copies of which are attached hereto as Exhibits 99.1, 99.2
and 99.3, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 Agreement and Plan of Merger by and among BlueScope Steel
Limited, BSL Acquisition Corporation and Butler Manufacturing
Company, dated as of February 15, 2004.
99.2 Amendment No. 1, dated February 15, 2004, to the Rights
Agreement, dated September 16, 1998, between Butler
Manufacturing Company and UMB Bank, N.A., as rights agent.
99.3 Press Release of Butler Manufacturing Company dated
February 15, 2004.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 15, 2004 BUTLER MANUFACTURING COMPANY
/s/ John W. Huey
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By: John W. Huey
Its: Vice President
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
99.1 Agreement and Plan of Merger by and among BlueScope Steel
Limited, BSL Acquisition Corporation and Butler Manufacturing
Company, dated as of February 15, 2004.
99.2 Amendment No. 1, dated February 15, 2004, to the Rights
Agreement, dated September 16, 1998, between Butler
Manufacturing Company and UMB Bank, N.A., as rights agent.
99.3 Press Release of Butler Manufacturing Company dated
February 15, 2004.