-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IbQRbehBScx/Xft3LuerVW5K+ZysgiZ/LBMFEkiQqR7sCc9L+Rx5fTNOhiPKuzof Iz7LZil61ltk5Vhr4lIoiw== 0001047469-04-013709.txt : 20040427 0001047469-04-013709.hdr.sgml : 20040427 20040427132930 ACCESSION NUMBER: 0001047469-04-013709 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040427 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUTLER MANUFACTURING CO CENTRAL INDEX KEY: 0000015840 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448] IRS NUMBER: 440188420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12335 FILM NUMBER: 04756319 BUSINESS ADDRESS: STREET 1: 1540 GENESSEE STREET STREET 2: P O BOX 419917 CITY: KANSAS CITY STATE: MO ZIP: 64141-6917 BUSINESS PHONE: 8169683000 MAIL ADDRESS: STREET 1: 1540 GENESSEE STREET STREET 2: P O BOX 419917 CITY: KANSAS CITY STATE: MO ZIP: 64141-6917 8-K 1 a2134844z8-k.htm 8-K
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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): April 27, 2004

BUTLER MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)

DELAWARE   001-12335   44-0188420
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (IRS Employer
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




Item 5.  Other Events.

        On April 27, 2004, Butler Manufacturing Company ("Butler") issued a press release announcing that the stockholders of Butler approved the merger with BSL Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of BlueScope Steel Limited, a corporation organized under the laws of Australia. The press release is attached hereto as Exhibit 99.1.

Item 7.  Financial Statements and Exhibits.

(c)  Exhibits.

99.1   Press Release, dated April 27, 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: April 27, 2004   BUTLER MANUFACTURING COMPANY

 

 

/s/ Larry C. Miller

    By:   Larry C. Miller
    Its:   Vice President—Finance
and Chief Financial Officer

 

 

/s/ John W. Huey

    By:   John W. Huey
    Its:   Vice President, Secretary
and General Counsel


EXHIBIT INDEX

Exhibit
Number

  Description
99.1   Press Release, dated April 27, 2004.



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SIGNATURE
EXHIBIT INDEX
EX-99.1 2 a2134844zex-99_1.htm EXHIBIT 99.1
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Exhibit 99.1

Arthur Schmidt & Associates, Inc.   for: BUTLER MANUFACTURING COMPANY
Tel (516) 767-7676     (NYSE:BBR)
Fax (516) 767-7177      
Email: asa@arthurschmidt.com      

                        FOR IMMEDIATE RELEASE

                        CONTACT:
                        John Holland
                        Chairman & CEO
                        816-968-3255

BUTLER MANUFACTURING STOCKHOLDERS APPROVE

MERGER WITH BLUESCOPE STEEL

        KANSAS CITY, MO, April 27, 2004—Butler Manufacturing Company (NYSE:BBR) announced today that its stockholders approved the merger of Butler and BlueScope Steel at a special meeting held here today.

        Independent tabulators for Butler reported that 4,202,754 million shares, or 66.3 percent of outstanding Butler shares, voted in favor of the merger. A favorable vote by a majority of shares outstanding was required for the merger to be approved. 86.6 percent of those Butler shares voted, voted in favor of the merger.

        The merger is expected to close later today. Under the terms of the merger agreement, Butler stockholders will receive $22.50 per share. It is expected that payment will be available to Butler stockholders after the closing, upon presentation of appropriate documents to the paying agent. After the merger is completed, BlueScope will send Butler stockholders written instructions for surrendering their shares for payment.

        John Holland, chairman and chief executive officer of Butler, said, "On behalf of Butler's Board, I want to thank our shareholders for the positive vote for the BlueScope merger."

        Butler Manufacturing Company is the world's leading producer of pre-engineered building systems, a leading supplier of architectural aluminum systems and components, and provides construction and real estate services for the nonresidential construction market.

        BlueScope Steel, headquartered in Melbourne, Australia, is the largest steel producer in Australia and New Zealand. BlueScope Steel manufactures steel slab, hot and cold rolled coil, plate, tinplate and metallic painted and coated steel products such as the market-leading COLORBOND® and ZINCALUME® steel brands.


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.

#04#27#04#

The information and opinions contained in this release have been furnished and approved
by Butler Manufacturing Company. We are retained by them as investor relations counsel.




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