Robertson Ceco Corp – ‘425’ on 4/20/04 re: Butler Manufacturing Co

On:  Tuesday, 4/20/04, at 5:24pm ET   ·   Accession #:  914760-4-63   ·   File #:  1-12335

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Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         April 20, 2004                                         5     18K 

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                                             Filed by Robertson-Ceco Corporation
                                        pursuant to Rule 425 under the
                                           Securities Act of 1933 and deemed
                                           filed pursuant to Rule 14a-12 and
                                         Rule 14d-2 under the Securities
                              Exchange Act of 1934

                                 Subject Company: Butler
                               Manufacturing Company

                                       Commission File No. 001-12335

                              Date: April 20, 2004

The following press release was issued by Robertson-Ceco Corporation            

--------------------------------------------------------------------------------

FROM ROBERTSON-CECO CORPORATION:                                                
Christopher B. Campbell                                                         
Tel:  (312) 419-8220                                                            
Fax: (312) 419-9417                                                             
ccampbell@heico-acq.com                                                         

FROM CCG INVESTOR RELATIONS:                                                    
Crocker Coulson, Partner                                                        
Tel:  (818) 789 0100                                                            
crocker.coulson@ccgir.com                                                       

 ROBERTSON-CECO CORPORATION EXPRESSES DISMAY AT BUTLER
MANUFACTURING COMPANY'S REFUSAL TO CONSIDER SUPERIOR PROPOSAL 

 RCC BELIEVES THAT THE BUTLER BOARD WILL VIOLATE ITS FIDUCIARY
DUTIES IF IT FAILS TO MEET WITH RCC TO DISCUSS RCC'S $23
PER SHARE MERGER OFFER AND FINANCING ARRANGEMENTS 

 CHICAGO, April 20, 2004. Robertson-Ceco Corporation, a Delaware
corporation ("RCC"), today expressed its dismay at the refusal of Butler        
Manufacturing Company's board to explore the proposed combination of RCC's      
operating divisions with Butler.                                                

      On Friday, RCC provided Butler with proposals from Longleaf Partners
Small-Cap Fund ("Longleaf") and LaSalle Bank N.A. ("LaSalle") to provide equity 
and debt financing for the transaction. In a statement issued on Monday, Butler 
described the proposal, which offers shareholders the option of receiving $23 in
cash or shares in the combined company valued at $26 per share, as vague and    
uncertain. RCC is dismayed by Butler's response.                                

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RCC'S PROPOSAL IS NOT VAGUE: Under RCC's proposal, all Butler 
       shareholders will have the right to elect to continue their ownership
    of shares in the combined company of Butler and Robertson-Ceco. Or
        alternatively to choose to have their Butler shares converted into the
       right to receive $23 per share in cash. "Given the improving industry
fundamentals for pre-engineered metal buildings and the clear 
    opportunity to enhance the financial performance of Butler, we are
        dismayed that the Butler Board would deny shareholders the opportunity
   to go forward with more advantageous clear options for the Butler
       shareholders," noted Michael E. Heisley, Sr., Chief Executive Officer
of Robertson-Ceco.                                            

       RCC'S PROPOSAL IS NOT UNCERTAIN: RCC has received financing proposals
described below and previously described to the Butler Board. 
       Considering the projections of Butler for this year (projected EBITDA
       of approximately $39 million for 2004), RCC believes that the debt of
 the combined enterprise would be less than 2x EBITDA, which RCC
         believes eliminates the uncertainty of available financing. Indeed, RCC
 has arranged for financing, and all the Butler Board must do to
        determine its certainty is to allow the lenders to make simplistic and
       technical confirmations. It seems that the Butler Board has not taken
       into consideration the improved operations in assessing the certainty
of the financing.                                             

       Longleaf has submitted a proposal to purchase up to $100 million (but
not less than $60 million) of newly issued Butler shares at a purchase price of 
$23 per share. The funds received from Longleaf would be used to repurchase     
Butler shares, also at a purchase price of $23 per share, from shareholders who 
elect to take cash rather than continue as a shareholder in the combined        
enterprise. The Heico Companies and its affiliates would provide any additional 
funding necessary to purchase outstanding Butler shares if shares having a value
over $100 million are exchanged for cash. If less than $60 million is required  
to repurchase shares, Longleaf's investment would be reduced to $60 million and 
any excess by which $60 million exceeds the amount necessary to fund the        
repurchase of shares will be applied to reduce Butler debt. It should be        
emphasized that the Longleaf and Heico investments will be into the common      
equity of the combined enterprise and will therefore rank equally with          
outstanding shares issued to current Butler shareholders.                       

         The Blue Scope proposal forces all Butler shareholders to accept $22.50
per share in cash, an amount determined at a low point in the business cycle.   
Acceptance of the Blue Scope proposal will eliminate the benefits to            
shareholders from the increased values which RCC expects will result from the   
rapidly improving business cycle for the pre-engineered metal buildings         
business. RCC expects the improving business cycle, as well as synergies and    
significantly improved margins which should be realized in a combined           
enterprise, will inure to the benefit of shareholders who would continue their  
ownership of shares. In addition, since RCC believes the Butler debt can be     
readily refinanced, acceptance of the Blue Scope proposal cannot reasonably be  
based on the inability to refinance Butler debt.                                

 "We believe that RCC and our financial partners bring more than
adequate resources to successfully fund this transaction. The availability of   
financing could be confirmed quite easily if Butler would agree to cooperate    
with Longleaf and LaSalle and share current financial information with them. We 
are disappointed by the board's lack of commitment to the process, given that   

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our proposal would result in a more favorable outcome for Butler's              
shareholders," said Heisley.                                                    

      Contrary to Butler's assertion, Heisley noted that RCC OPERATED ON A
PROFITABLE BASIS FOR THE PAST 8 YEARS. RCC reiterated that it is prepared to    
finalize a merger agreement and either refinance or purchase all of the senior  
notes and further extend the Noteholder Amendment Agreement prior to April 30,  
2004, when it expires.                                                          

       RCC believes that the Butler Board should determine in fulfillment of
its fiduciary duties to withdraw its recommendation that the Butler shareholders
vote for approval of the Blue Scope proposal.                                   

ABOUT ROBERTSON-CECO                                                            

Robertson-Ceco manufactures pre-engineered metal buildings for the industrial   
and construction industries. The company's three metal-building manufacturing   
companies, Ceco Building Systems, Star Building Systems, and H. H. Robertson    
Building Systems, operate five plants in the US and one in Canada. It           
manufactures buildings that range in size from under 150,000 sq. ft. to up to 1 
million sq. ft. and up to four stories high. Robertson-Ceco sells through       
builder/dealer networks in the US and Canada and through direct sales and local 
dealers in Asia. The company employs approximately 1450 people.                 

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NOTE: THE FOLLOWING NOTICE IS INCLUDED TO MEET CERTAIN LEGAL REQUIREMENTS:

FORWARD LOOKING STATEMENTS

       This filing contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. In some cases, you can    
identify those so-called "forward-looking statements" by words such as "may,"   
"will," "should," "expects," "plans," "anticipates," "believes," "estimates,"   
"predicts," "potential," or "continue," or the negative of those words and other
comparable words. You are cautioned that actual events or results may differ    
materially from the expectations expressed in such forward-looking statements as
a result of various factors, including risks and uncertainties, many of which   
are beyond the control of RCC. Factors that could cause actual results to differ
materially include, but are not limited to: (1) the businesses of RCC and Butler
may not be integrated successfully or such integration may be more difficult,   
time-consuming or costly than expected; (2) expected combination benefits from  
the RCC/Butler transaction may not be fully realized or realized within the     
expected time frame; (3) revenues following the RCC/Butler transaction may be   
lower than expected; (4) operating costs, customer loss and business disruption,
including, without limitation, difficulties in maintaining relationships with   
employees, customers, clients or suppliers, may be greater than expected        
following the RCC/Butler transaction; (5) the regulatory approvals required for 
the RCC/Butler transaction may not be obtained on the proposed terms or on the  
anticipated schedule; (6) the effects of legislative and regulatory changes; (7)
the potential for increased competition; (8) fluctuations in customer demand,   
order patterns and pricing pressures which could affect demand for RCC or Butler
services; (9) industry cyclicality and seasonality; (10) changes in labor,      
equipment and capital costs or availability; (11) general business and economic 
conditions; and (12) other risks described from time to time in Butler's        
periodic reports filed with the Securities and Exchange Commission (the         
"Commission").                                                                  

     Any information concerning Butler contained in this filing has been
taken from, or is based upon, publicly available information. Although RCC does 
not have any information that would indicate that any information contained in  
this filing that has been taken from such documents is inaccurate or incomplete,
RCC does not take any responsibility for the accuracy or completeness of such   
information.                                                                    

         This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of Butler or the combined company. Investors and        
security holders are urged to read the disclosure documents regarding the       
proposed RCC/Butler transaction, when they become available, because they will  
contain important information. The disclosure documents will be filed with the  
Commission by RCC. Investors and security holders may obtain a free copy of the 
disclosure documents (when they are available) and other documents filed by RCC 
with the Commission at the Commission's website at www.sec.gov. The disclosure  
documents and these other documents (when they are available) may also be       
obtained for free from RCC by directing a request to Robertson-Ceco Corporation,
5600 Three First National, Chicago, Illinois 60602.                             

       RCC is not currently engaged in a solicitation of proxies or consents
from its shareholders or from the shareholders of Butler. However, in connection
with its proposal to merge with Butler, certain directors and officers of RCC   
may participate in meetings or discussions with RCC shareholders some of whom   
may also be Butler shareholders or other persons who may also be Butler         

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shareholders. RCC does not believe that any of these persons is a "participant" 
as defined in Schedule 14A promulgated under the Securities Exchange Act of     
1934, as amended, in the solicitation of proxies or consents, or that Schedule  
14A requires the disclosure of certain information concerning any of them.      

  If in the future RCC does engage in a solicitation of proxies or
consents from its shareholders or the shareholders of Butler in connection with 
its proposal to merge with Butler it will amend the information provided above  
to disclose the information concerning participants in that solicitation        
required by Rule 14a-12 under the Securities Exchange Act of 1934.              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
		4/30/04		3					4
Filed on:		4/20/04		1					8-K,  DEFA14A,  SC 13D
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