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Butler Manufacturing Company Expects to Meet Financial Tests under BlueScope Merger Agreement.


Business Editors

KANSAS CITY Kansas City, two adjacent cities of the same name, one (1990 pop. 149,767), seat of Wyandotte co., NE Kansas (inc. 1859), the other (1990 pop. 435,146), Clay, Jackson, and Platte counties, NW Mo. (inc. 1850). , Mo.--(BUSINESS WIRE)--April 16, 2004

Butler Manufacturing Company ("Butler") (NYSE NYSE

See: New York Stock Exchange
:BBR BBR Bureau of Business Research
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) announced today that it expects to meet the financial milestones established in the Agreement and Plan of Merger with BlueScope Steel BlueScope Steel is a flat product steel producer with operations in Australia, New Zealand, Asia, the Pacific and North America. It was "spun out" from BHP Billiton in 2002 as BHP Steel and renamed BlueScope Steel on 17 November 2003.  Limited ("BlueScope") for the quarter ended March 31, 2004.

As previously announced and described in the proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 mailed to Butler stockholders on March 26, 2004, Butler has entered into a merger agreement with 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.

As a condition to BlueScope's obligation to consummate the merger, no Material Adverse Change ("MAC") may have occurred with respect to Butler since February 15, 2004. Included in the definition of MAC are failures by Butler to meet certain thresholds for consolidated earnings before interest and taxes In financial and business accounting, earnings before interest and taxes (EBIT) is a measure of a firm's profitability that excludes interest and income tax expenses.[1]

EBIT = Operating Revenue – Operating Expenses + Non-operating Income
 (EBIT EBIT

See: Earnings Before Interest and Taxes


EBIT

See earnings before interest and taxes (EBIT).
) and net cash flow for the quarter ended March 31, 2004 and consolidated backlog as of March 31, 2004. Butler believes that its operating results exceed the established thresholds such that no MAC will have occurred with respect to these financial milestones.

The Board continues to recommend that Butler stockholders vote for approval and adoption of the BlueScope merger agreement.

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.

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 forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
" 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.
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Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:8AUST
Date:Apr 16, 2004
Words:371
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