EX-99.1 3 c84812exv99w1.txt LETTER CONCERNING FINANCIAL PARAMETERS EXHIBIT 99.1 [BLUESCOPE STEEL LOGO] BlueScope Steel Limited ABN 80010 142 453 Level 11 120 Collins Melbourne VIC 3000 PO Box 18207 Collins Street East Melbourne VIC 8003 Telephone +61 3 9666 4000 Facsimile +61 3 9666 4113 www.bluescopesteel.com April 23, 2004 Mr. John J Holland Chairman and CEO Butler Manufacturing Company 1540 Genessee Street PO Box 410064 Kansas City, Missouri 64141-0064 Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated February 15, 2004 (the "Merger Agreement"), by and among BlueScope Steel Limited ("Parent"), BSL Acquisition Corporation ("Purchaser") and Butler Manufacturing Company ("Butler") (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Merger Agreement). Pursuant to Section 5.16 of the Merger Agreement, Butler has provided Parent with unaudited consolidated financial statements for the three months ended March 31, 2004 (the "Financial Statements"). Furthermore, pursuant to clauses (iv) and (v) of Section 8.4 (e) of the Merger Agreement, a Company Material Adverse Change is conclusively deemed to have occurred unless Butler meets certain specified thresholds for EBIT, Net Cash Flow and Backlog in the Financial Statements. Parent has reviewed the Financial Statements and hereby confirms that EBIT, Net Cash Flow and Backlog, as reflected in the Financial Statements, meet or exceed the EBIT, Net Cash Flow and Backlog thresholds, and, therefore, no Company Material Adverse Change has occurred within the meaning of clauses (iv) and (v) of Section 8.4 (e) of the Merger Agreement. We look forward to stockholder approval and a timely completion to the merger. Sincerely yours, Mr. Brian Kruger Chief Financial Officer BlueScope Steel Limited