10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2001

BUTLER MANUFACTURING COMPANY
1540 Genessee Street
(P.O. Box 419917)
Kansas City, Missouri 64102
Telephone: (816) 968-3000

Incorporated in the State of Delaware

COMMISSION FILE NO.      0-603

IRS No.      44-0188420

     The company has no securities registered pursuant to Section 12(g) of the Act. The only class of stock outstanding consists of Common Stock having no par value, 6,296,228 shares of which were outstanding at February 20, 2002. The Common Stock and related Preferred Share Purchase Rights are registered pursuant to Section 12(b) of the Act on the New York Stock Exchange.

     The aggregate market value of the Common Stock of the company held by non-affiliates, based upon the last sales price of such stock on February 20, 2002, was $155,253,125.

     The company has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and has been subject to such filing requirements for the past 90 days.

     As indicated by the following check mark, disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein and will not be contained to the best of Registrant’s knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K: [    ]

     The following documents are incorporated herein by reference:

(1)	Butler Manufacturing Company 2001 Annual Report, pages 14 through 36 (the “Annual Report”) incorporated into Part II.
(2)	Butler Manufacturing Company Notice of Annual Meeting of Stockholders and Proxy Statement, dated March 14, 2002 (the “Proxy Statement”) incorporated into Parts I and III).

BUTLER MANUFACTURING COMPANY

FORM 10-K

For the Fiscal Year Ended December 31, 2001

CONTENTS

PART I	Page
Item 1.  Business		3
Item 2.  Properties		7
Item 3.  Legal Proceedings		7
Item 4.  Submission of Matters to a Vote of Security Holders		8
PART II
Item 5.  Market for Registrant’s Common Equity and Related Stockholder Matters		8
Item 6.  Selected Financial Data		8
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations		8
Item 7A.  Quantitative and Qualitative Disclosure About Market Risk		8
Item 8.  Financial Statements and Supplementary Data		8
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		8
PART III
Item 10.  Directors and Executive Officers of the Registrant		9
Item 11.  Executive Compensation		10
Item 12.  Security Ownership of Certain Beneficial Owners and Management		11
Item 13.  Certain Relationships and Related Transactions		11
PART IV
Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K		11
SIGNATURES		15
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS		16
FINANCIAL STATEMENT SCHEDULES		S-1

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PART I

Item 1. Business

(a)      General Description of Business

     The Butler Manufacturing Company (the “company”) was founded as a partnership in 1901, incorporated in Missouri in 1902, and later reincorporated in Delaware in 1969. Its corporate headquarters are located in Kansas City, Missouri, and the company operates manufacturing facilities, engineering offices, and service centers throughout the continental United States, and 15 foreign countries. Principal international operations are conducted through a Chinese wholly owned subsidiary, Butler (Shanghai) Inc., Butler Europe Kft., a wholly owned Hungarian subsidiary, and Saudi Building Systems Ltd., a minority owned Saudi Arabian joint venture.

     The company is primarily engaged in the marketing, design, and production of building systems and components for nonresidential structures. Products and services fall into five principal business segments: (1) North American Building Systems, consisting primarily of custom designed and pre-engineered steel and wood frame building systems for commercial, community, industrial, governmental, and agricultural uses; (2) International Building Systems, consisting primarily of custom designed and pre-engineered steel buildings for commercial, community, industrial, and governmental use; 3) Architectural Products, consisting primarily of curtain wall and storefront framing systems, standard and custom window systems, skylights, and roof vents for low-rise, medium-rise, and high-rise nonresidential buildings; (4) Construction Services, providing construction management services for purchasers of large, complex, or multiple site building projects; and (5) Real Estate, providing build-to-suit-to-lease development services for corporations who prefer to lease rather than own their facilities.

     The company’s products are sold, installed, and serviced through over 3,700 independent dealers or contractors that serve the commercial, community, industrial, agricultural, and governmental markets.

(b)      Financial Information About Industry Segments

     The information required by Item 1(b) is incorporated by reference to the note captioned “Business Segments” on pages 28 and 29 of the Company’s Annual Report, of which pages 14 through 36 are attached as Exhibit 13.1 to this report. See also items 6, 7, 7A, and 8 of this report.

(c)      Narrative Description of Business

North American Building Systems

     The company’s largest segment, North American Building Systems, includes principally the United States, Canadian, and Latin American pre-engineered metal building systems businesses, as well as the wood frame buildings business and Liberty Building Systems Inc.

     The company’s North American Building Systems Segment activities consist primarily of the design, engineering, fabrication, and distribution of one to five-story steel and one to two-story wood framed buildings for industrial, commercial, community, governmental, and agricultural uses, such as manufacturing facilities, warehouses,

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office buildings, schools, churches, shopping centers, restaurants, convenience stores, livestock, and farm buildings. Principal product components of the systems are structural members and a variety of pre-engineered wall and roof components. These are fabricated according to standard or customer specifications and shipped to building sites for assembly primarily by independent dealers. Building components are manufactured for North American sales and export sales in plants located at Galesburg and Charleston, Illinois; Laurinburg, North Carolina; Birmingham, Alabama; Visalia, California; Annville, Pennsylvania; San Marcos, Texas; Lester Prairie, Minnesota; Selmer Tennessee; and Clear Brook, Virginia.

     The U.S. export operation markets and engineers metal building systems for the Central American, Caribbean, and select Latin American markets. Shipments are sourced primarily from Butler’s U.S. plants and local manufacturing alliances. The company also serves the Canadian market through a branch office in Burlington, Ontario.

     Building Systems’ products are distributed throughout the world by independent Butler dealers. The dealers provide construction services and in many cases complete design and engineering capabilities.

     Nonresidential pre-engineered buildings compete with conventional forms of building construction in the low-rise commercial, community, industrial, agricultural, and governmental markets. Competition is primarily based upon cost, time of construction, appearance, thermal efficiency, and other specific customer requirements.

     The company also competes with numerous pre-engineered steel frame building manufacturers doing business within the United States, Canada, Europe, South America, and China. The company believes that its 2001 sales of steel frame pre-engineered building systems within the United States exceeded those of any other nonresidential steel frame pre-engineered building systems manufacturer, with its next largest competitors being NCI Building Systems, Inc., V. P. Buildings Inc., a wholly owned subsidiary of Grupo IMSA, S.A. de C.V. of Mexico, American Buildings Co., an operating unit of MAGNATRAX Corporation, and Ceco Building Systems and Star Building Systems, operating units of Robertson-Ceco Corporation. Competition among manufacturers of pre-engineered buildings is based primarily upon price, service, product design and performance, and marketing capabilities.

     Lester Building Systems, the company’s wood frame buildings business, sells its products through independent dealers, and direct-sales operations, and is believed to rank third in sales to Morton Buildings, Inc. and Cleary Buildings, Inc.

International Building Systems

     The International building systems business segment includes Butler (Shanghai) Inc., a wholly owned Chinese metal building systems subsidiary; Butler Europe Kft., a wholly owned European metal building systems subsidiary, with manufacturing operations in Hungary, and marketing and engineering subsidiaries in the United Kingdom, France, Germany, and Poland; and Saudi Building Systems Ltd., a minority owned Saudi Arabian metal buildings joint venture.

     Butler (Shanghai) Inc. markets, engineers, and fabricates metal building systems for Asian markets from a plant in Shanghai, China. In 2001, the company completed construction of a new office located adjacent to its Shanghai manufacturing facility.

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     In early 2002, the company announced its intention to add a second manufacturing plant in China. Its costs is anticipated to be approximately $11 million. Production is expected to commence in early 2003

     Early in 2002, the company announced it had entered into a letter of intent to sell certain assets of its Hungarian metal building systems subsidiary, close its European sales and engineering offices, and dispose of the remaining assets of the business. The relatively small scale of the European operation, the continued loss position of the business, and a business recession in Europe contributed to this decision. The company recorded a $3.6 million after tax charge related to the disposition of this business. The sale originally anticipated to occur in the first quarter, is now expected to close in the second quarter of 2002.

     Saudi Building Systems, Ltd. manufactures pre-engineered steel frame buildings for Middle Eastern markets at manufacturing facilities located in Jeddah, Saudi Arabia.

Architectural Products

     This segment includes the operations of the Vistawall group which designs, manufactures, and sells aluminum extruded curtain wall systems for mid and high-rise office markets. Vistawall also sells entry doors, standard and custom architectural window systems, translucent roof and wall systems, custom and standard skylights, and other standard storefront products for low-rise retail and commercial markets. The Vistawall group’s products are distributed on a material supply basis to either curtain wall erection subcontractors or general contractors, and through its distribution warehouses, to glazing contractors for storefront and entry door applications. Manufacturing and distribution facilities are located in Warwick, Rhode Island; Newnan and Tucker, Georgia; Modesto, Hayward, and, Rancho Cucamonga, California; Denver, Colorado; Brooklyn Park, Minnesota; Cincinnati and Cleveland, Ohio; Midway, Tennessee; Terrell, Houston, and Dallas, Texas; Tampa, Florida; Chicago, Illinois; Jessup, Maryland; St. Louis, Missouri; Seattle, Washington; and Wausau, Wisconsin. In 2001 Vistawall added to its production capacity with a newly completed extruding and finishing facility located in Midway, Tennessee.

     The Vistawall Group operates in highly competitive markets with other national manufacturers which operate multiple plants and distribution facilities, and with regional manufacturers. Competition is primarily based on price, engineering and installation capabilities, delivery, appearance, and other specific customer requirements.

     During 2001, the company acquired a 40% interest in Vistawall International Ltd, a United Arab Emirates joint venture formed to design, manufacture, and sell architectural aluminum products in Middle Eastern markets. Investments and business activity in the new joint venture have been minimal during the start-up year.

Construction Services

     The company’s Construction Services segment consists of Butler Construction, a wholly owned construction subsidiary also known as BUCON, Inc., which provides comprehensive design, planning, execution, and construction management services to major purchasers of construction. Butler Heavy Structures is an operating unit of Butler Construction serving markets requiring large, complex building designs using fabricated mill steel in combination with Butler’s pre-

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engineered secondary structural and metal cladding systems. Revenues from the Construction Services segment are derived primarily from “material-erect” and “material only” subcontracts, and selective pursuit of turnkey construction projects using products from several company businesses, predominantly the company’s U.S. metal buildings businesses.

     This business segment competes with international, national, regional, and local general contracting firms, and whenever possible, performs projects in conjunction with independent Butler dealers. Competition is primarily based upon price, design, speed of project execution, and product performance.

Real Estate

     This business segment consists solely of Butler Real Estate, Inc., a wholly owned subsidiary of the company, which provides value-added real estate development and leasing services to major corporations in cooperation with Butler dealers. Butler Real Estate, Inc. generally functions as a development and financing source during the lead procurement and construction process, and as a seller of the completed project. On the basis of commitments to lease obtained from credit worthy customers, Butler Real Estate, Inc. acquires building sites, arranges with Butler dealers for construction of build-to-suit projects, and sells the completed projects to permanent investors when the facilities are occupied by lessees.

Manufacturing and Materials

     The company’s manufacturing facilities include most conventional metal fabricating operations, such as punching, shearing, welding, extruding, and forming of sheet and structural steel and aluminum. Other metal manufacturing processes include painting and anodizing. Wood frame manufacturing operations include sawing and truss fabrication. The principal materials used in the manufacture of products include steel, aluminum, wood, and purchased parts. Materials are presently available in sufficient quantities to meet current needs.

     In March, 2002, the United States invoked tariffs on certain steel product imports. While it is too soon to determine the impact of such tariffs on nonresidential construction in general and the company’s operations specifically, management does not forsee any disruption in the supply of steel products used in its operation. It is also expected that any changes in raw material prices will be passed along in the company’s product pricing.

Business Cycles and Seasonal Demand

     Historically, the company’s sales and net earnings have been affected by cycles in the general economy which influence nonresidential construction markets (see in particular Item 7 of this report). At the close of 2001, most global economies were in a recession, and the near-term outlook for the nonresidential constructions markets were soft. The company also experiences seasonal demand for products and services. Sales for the first, second, third, and fourth quarters of 2001 were $195 million, $214 million, $250 million, and $238 million, respectively.

Backlog

     The company’s backlog of orders believed to be firm was $291 million at December 31, 2001, 3% lower than a year ago.

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Employees

     At December 31, 2001 the company employed 4,719 persons, 4,002 of whom were non-union employees, and 717 of whom were hourly paid employees that were members of three unions.

Item 2. Properties

     The principal plants and physical properties of the company consist of the manufacturing facilities described under Item 1 and its world headquarters office in Kansas City, Missouri. Through a subsidiary, the company also owns a land development venture with property located on an approximately 75 acre site in San Marcos, Texas. The property is recorded as “Assets held for sale” and described in a footnote on page 27 in the company’s Annual Report. All other plants and offices described under Item 1 are utilized by the company and are generally suitable and adequate for the business activity conducted therein. The company’s manufacturing facilities described under Item 1, along with current outsourcing agreements with various domestic and foreign fabricators, provide production capabilities sufficient to meet current and foreseeable needs.

     Except for leased facilities listed below, all of the company’s principal plants and offices are owned:

(1)	Leased space used for the company’s executive offices in Kansas City, Missouri (120,000 sq. ft. lease expired at the end of 2001). The company elected not to renew its executive office lease due to the completion and move to its new $27 million world headquarters building at year-end.
(2)	Leased space used for the Vistawall Division plant in Terrell, Texas (145,000 sq. ft. and 121,000 sq. ft. with leases expiring in 2009 and 2006, respectively, both containing options to renew), and fabrication and distribution facilities in Dallas and Houston, Texas; Jessep, Maryland; St. Louis, Missouri; Brooklyn Park, Minnesota; Chicago, Illinois; Cincinnati and Cleveland, Ohio; Atlanta and Newnan, Georgia; Tampa, Florida; Auburn, Washington; Modesto, Hayward, and Rancho Cucamonga, California; Warwick, Rhode Island; and Denver, Colorado (511,000 sq. ft. leased with various expiration dates). The company also leases a manufacturing facility (50,000 sq. ft. lease expiring in the year 2005 with three five year renewal options) located in Selmer, Tennessee.
(3)	Leased space used for Bucon, Inc. in Kansas City, Missouri (74,000 sq. ft. lease expiring in the year 2007)
(4)	The company leases various sales and engineering offices throughout the world.

Item 3. Legal Proceedings.

     There are no material legal or environmental proceedings pending as of March 26, 2002, nor does the company have any known material environmental contingencies as of this date. Proceedings which are pending consist of matters normally incident to the business conducted by the company and taken together do not appear to be material.

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Item 4. Submissions of Matters to a Vote of Security Holders.

     No matters have been submitted to a vote of stockholders since the last annual meeting of stockholders on April 17, 2001

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters.

     Incorporated by reference to the information under “Quarterly Financial Information (Unaudited)”, “Price Range of Common Stock (Unaudited)” and “Historical Review 2001-1997” on pages 35 and 36 of the Annual Report.

     On September 17, 2001 the company declared an increased in its quarterly cash dividend from 17 cents to 18 cents per share to shareholders of record as of September 28, 2001. The company has limited restrictions on the payment of dividends under certain debt covenants contained in note agreements dated June 20, 2001, March 1, 1998, and June 1, 1994 between the company and insurance companies, and the bank credit agreement dated June 20, 2001(incorporated by reference to the Forms 10-Q for the quarters ended June 30, 2001, March 31, 1998 and June 30, 1994 as indicated under Item 14). The company had approximately $29 million of retained earnings available for cash dividends and share repurchases at December 31, 2001.

Item 6. Selected Financial Data.

     Incorporated by reference to the information under “Historical Review 2001-1997” on page 36 of the Annual Report.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

     Incorporated by reference to the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 14 through 19 of the Annual Report.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

     Incorporated by reference to page 17 of the Annual Report to the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Item 8. Financial Statements and Supplementary Data.

     Incorporated by reference to the consolidated financial statements and related notes on pages 20 through 36 of the Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

     None.

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PART III

Item 10. Directors and Executive Officers of the Registrant.

     Information as to Directors is incorporated herein by reference to pages 2 through 4 of the Proxy Statement. The company’s Executive Officers, their ages, their positions and offices with the company, and their principal occupations during the past five years are shown below:

Corporate Executive Officers

John J. Holland — age 51, Chairman and Chief Executive Officer and Chairman of the Board Executive Committee. He joined Butler in 1980 and became Vice President — Controller in 1986, Vice President-Finance in 1990, Executive Vice President in 1998, and President and Chief Executive Officer in 1999, and was elected Chairman and Chief Executive Officer in November 2001. Mr. Holland is a director of Commerce Fund, a mutual fund; a Trustee of William Jewell College, and a director of Saint Luke’s Hospital, the National Association of Manufacturers, the Greater Kansas City Chamber of Commerce, the Civic Council of Greater Kansas City, and The Midwest Research Institute.

Ronald E. Rutledge — age 60, President and member of the Board Executive Committee. He Joined Butler in 1984 as President of the Vistawall Architectural Products Group and was elected Executive Vice President in April 2001. He was elected President and a Director in November 2001. He is past director of the Terrell, Texas Chamber of Commerce and the Terrell State Bank and is currently a director of the Kansas City Council for the Boy Scouts of America.

Barbara B. Bridger — age 44, Vice President-Human Resources since 1999. She joined Butler in 1980 and previously was Vice President- Human Resources for the Buildings Division.

John T. Cole — age 51, Controller since 1990. He joined Butler in 1977 and previously was Corporate Audit Manager.

John W. Huey — age 54, Vice President, General Counsel, and Secretary since 1999. He joined Butler in 1978 and became Vice President-Administration in 1993 and Assistant General Counsel and Assistant Secretary in 1987.

Lee E. Lichlyter — age 38, Vice President-Chief Information Officer since 2000, and previously was Vice President of Information Systems Building Division.

Paul F. Liljegren — age 47, Treasurer since 1998. He joined Butler in 1979 and previously was Vice President and Controller of Lester Building Systems.

Larry C. Miller — age 45, Vice President-Finance since 1998. He joined Butler in 1980 and was previously the company’s Treasurer.

Division Executive Officers

Moufid (Mike) Alossi — age 59, President, Butler (Shanghai) Inc., since 1997. He joined Butler in 1968 and was previously President of Butler World Trade and Vice President-International Sales and Marketing.

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John R. Hill — age 44, President, Lester Building Systems since 2000. He joined Butler in 1980. He was previously Senior Vice President of Sales of Lester Building Systems.

Thomas J. Hall — age 56, President, Butler Real Estate, Inc. since 1991. He joined Butler in 1969, and was named Vice President and General Manager of Butler Real Estate, Inc. in 1987.

Thomas W. Harris — age 49, President, Vistawall Group since 2001. He join Butler in 1984. He previously was Vice President Sales and Marketing from 1997 to 2000, and Vice President Vistawall Central Region in 2001.

William L. Johnsmeyer — age 54, President, Bucon, Inc. since 1990. He joined Butler in 1982 and became President, Walker Division in 1984.

Clyde E. Wills, Jr. — age 56, President, Buildings Division since 1999. He first joined Butler in 1972. He was previously Senior Vice President of Operations, Building Division from 1992 to 1997 and was President of the International Division in 1998.

Item 11. Executive Compensation.

     Incorporated by reference to the information under “Report of the compensation and Benefits Committee on Executive Compensation,” “Summary Compensation Table,” “Aggregated Option Exercises and Fiscal Year-End Option Value Table,” “Pension Plan Table,” and “Restricted Stock Bonus Program” on pages 15 through 19 of the Proxy Statement.

     The Long Term Incentive Plan referred to in the Report of the Compensation and Benefits Committee on executive compensation contemplates three year performance cycles, each cycle commencing the beginning of each year, the first of which began on January 1, 2001. As stated in the Committee’s report, the performance measure for awards is based on total business return, a measure of the creation of economic value in the Company’s business. Generally, total business return is calculated by (i) dividing changes in net operating profit after taxes by the weighted average cost of capital, (ii) adding free cash flow for the three year period, and (iii) dividing the result by beginning investment levels. The levels of total business return required for threshold, target and maximum payments over the initial performance period ending in 2003 are 25%, 35% and 55%, respectively. The following table shows the amounts that might be paid with respect to the three year period ended December 31, 2003 to the chief executive officer and the four most highly compensated officers at the threshold, target and maximum levels.

Estimated Future Payouts After Three Years Ended 12/31/03

	Threshold		Target		Maximum
John J. Holland	$	138,000.	$	276,000.	$	552,000.
Ronald E. Rutledge	$	54,000.	$	108,000.	$	216,000.
Larry C. Miller	$	15,500.	$	31,000.	$	62,000.
John W. Huey	$	15,500.	$	31,000.	$	62,000.
Clyde E. Wills	$	30,500.	$	61,000.	$	122,000.

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Item 12. Security Ownership of Certain Beneficial Owners and Management.

     Incorporated by reference to the information under “Beneficial Ownership Table” on pages 13 through 14 of the Proxy Statement.

Item 13. Certain Relationships and Related Transactions.

     Incorporated by reference to the information under “Certain Relationships and Related Transactions” in the Proxy Statement on page 20.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)      The following documents are filed as part of this report:

     (1)      Financial Statements:

- “Report of Independent Public Accountants” for the three-year period ended December 31, 2001.

- Consolidated Balance Sheets as of December 31, 2001 and 2000.

- Consolidated Statements of Earnings and Retained Earnings for years Ended December 31, 2001, 2000, and 1999.

- Consolidated Statements of Comprehensive Income for years ended December 31, 2001, 2000, and 1999.

- Consolidated Statements of Cash Flows for years ended December 31, 2001, 2000, and 1999.

- Notes to Consolidated Financial Statements.

The foregoing have been incorporated by reference to the Annual Report as indicated under Item 8.

     (2)      Financial Statement Schedules:

Auditors’ Reports on Financial Statement and Schedule II, Valuation and Qualifying Accounts.

All other schedules are omitted because they are not applicable or the information is contained in the consolidated financial statements or notes thereto.

     (3)      Exhibits:

3.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to company’s form 10-Q for the quarter ended, March 31, 1996).
3.2	Bylaws of Butler Manufacturing Company as amended effective November 27, 2001.
3.11	Certificate of Designation of SERIES A, CLASS, 1 PREFERRED STOCK of BUTLER MANUFACTURING COMPANY (Pursuant to Section 151 of the Delaware General Corporation Law), filed September 23, 1999, pursuant to Rights Agreement appended as Exhibit 4.3.

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4.1	Note Agreement between the company and four Insurance Companies dated as of June 1, 1994 (incorporated by reference to Exhibit 4 of the company’s Form 10-Q for the quarter ended June 30, 1994).
4.2	Note Agreement between the company and an Insurance Company dated as of March 1, 1998 (incorporated by reference to Exhibit 4 of the company’s Form 10-Q for the quarter ended March 31, 1998).
4.3	Rights Agreement dated September 16, 1998, between Butler Manufacturing Company and UMB Bank, N.A. which includes the form of Rights as Exhibit C (incorporated by reference to Exhibit 1.1 to the company’s Form 8-A filed September 23, 1999.
10.1	Butler Manufacturing Company Executive Deferred Compensation Plan as amended (incorporated by reference to Exhibit 4 in the company’s Registration statement on Form S-8 filed December 20, 2000 (File No. 333-52338).
10.2	Butler Manufacturing Company Stock Incentive Plan for 1987, as amended (incorporated by reference to Exhibit 10.1 to the company’s Form 10-K for the year ended December 31, 1990).
10.3	Butler Manufacturing Company Stock Incentive Plan of 1979, as amended (incorporated by reference to Exhibit 10.2 to the company’s Form 10-K for the year ended December 31, 1990).
10.4	Form of Change of Control Employment Agreements, as amended, between the company and each of six executive officers (incorporated by reference to Exhibit 10.3 to the company’s Form 10-K for the year ended December 31, 1990).
10.5	Copy of Butler Manufacturing Company Supplemental Benefit Plan as amended and restated (incorporated by reference to Exhibit 10.5 to the company’s Form 10-K for the year ended December 31, 1994).
10.6	Form of Butler Manufacturing Company Split Dollar Life Insurance Agreement (Collateral Assignment Method; Bonus Arrangement) entered into between the company and certain executive officers (incorporated by reference to Exhibit 10.6 to the company’s Form 10-K for the year ended December 31, 1994).
10.7	Form of Butler Manufacturing Company Split Dollar Life Insurance Agreement (Collateral Assignment Method; Roll Out Arrangement) entered into between the company and certain executive officers (incorporated by reference to Exhibit 10.7 to the company’s Form 10-K for the year ended December 31, 1994).

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10.8	Butler Manufacturing Company Stock Incentive Plan of 1996 (incorporated by reference to Exhibit 4(a) to the company’s Registration Statement Number 333-02557 on S-8 filed April 17, 1996).
10.9	Butler Manufacturing Company Director Stock Compensation Program, as amended June 20, 2000 (Incorporated by reference to Exhibit 10.9 to the company’s December 31, 2000 Form 10-K).
10.10	Butler Manufacturing Company Restricted Stock Compensation Program of 1996 (incorporated by reference to the December 31, 1997 Form 10-K).
10.11	Form of Butler Manufacturing Company Split Dollar Life Insurance Agreement (Collateral Assignment Agreement; Roll Out Arrangement) entered into between the company and certain executive officers for the year ended December 31, 2000 (Incorporated by reference to Exhibit 10.11 to the company’s December 31, 2000 Form 10-K).
10.12	Butler Manufacturing Company Director Deferred Fee Plan Dated July 1, 2000. (Incorporated by reference to Exhibit 10.12 to the company’s December 31, 2000 Form 10-K).
10.13	Summary of Butler Manufacturing Company Long Term Incentive Plan.
13.1	Butler Manufacturing Company 2001 Annual Report Pages 14 through 36 only (the information expressly incorporated herein by reference).
18.0	Accountants Preferability Letter dated August 9, 2001 and (incorporated by reference to the company’s June 30, 2001 10-Q).
22.1	Set forth below is a list as of February 20, 2002 of subsidiaries of the company and their respective jurisdictions of incorporation. Subsidiaries not listed, when considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary.

	Jurisdiction of
Subsidiary	Incorporation
Butler Export, Inc.	Barbados
Butler Europe Kft	Hungary
BMC Real Estate, Inc.	Delaware
BUCON, Inc.	Delaware
Butler Pacific, Inc.	Delaware
Butler Real Estate, Inc.	Delaware
Butler, S.A. de C.V.	Mexico
Butler (Shanghai) Inc.	China
Butler Holdings, Inc.	Delaware
Comercial Butler Limitada	Chile
Lester’s of Minnesota, Inc.	Minnesota
Lester Holdings, Inc.	Delaware
Liberty Building Systems, Inc.	Delaware
Moduline Windows, Inc.	Wisconsin

23.1 Consent of Arthur Andersen LLP (incorporated by reference to page 15 of this report).

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24.1	Power of Attorney to sign this and other SEC Reports by each director.
99.1	Audit Assurance Letter from Arthur Andersen LLP.

(b)	The company has not filed any reports on Form 8-K for or during the quarter ended December 31, 2001.
(c)	In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments respecting long-term debt of the Registrant have been omitted but will be furnished to the Commission upon request.

* * * * * *

The calculation of the aggregate market value the company’s Common Stock held by non-affiliates shown on the front of the cover page assumes that directors are affiliates. Such assumption does not reflect a belief by the company or any director that any director is an affiliate of the company.

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 25th day of March, 2002.

BUTLER MANUFACTURING COMPANY
BY	/S/ John J. Holland                   John J. Holland       Chairman and CEO

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated on the dates indicated.

/S/ John J. Holland John J. Holland	Chairman and CEO (Principal Executive Officer)	March 19, 2002
/S/ Ronald E. Rutledge Ronald E. Rutledge	President and Director	March 19, 2002
/S/ Larry C. Miller Larry C. Miller	Vice President-Finance (Principal Financial Officer)	March 25, 2002
/S/ John T. Cole John T. Cole	Controller (Principal Accounting Officer)	March 25, 2002
/S/ K. Dane Brooksher K. Dane Brooksher	Director	March 20, 2002
/S/ Gary M. Christensen Gary M. Christensen	Director	March 20, 2002
/S/ Susan F. Davis Susan F. Davis	Director	March 19, 2002
/S/ C.L. William Haw C.L. William Haw	Director	March 20, 2002
/S/ Robert J. Reintjes, Sr. Robert J. Reintjes, Sr.	Director	March 25, 2002
/S/ Gary L. Tapella Gary L. Tapella	Director	March 19, 2002
/S/ William D. Zollars William D. Zollars	Director	March 19, 2002

15

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our reports dated January 29, 2002, included in or incorporated by reference in this Form 10-K, into the company’s previously filed Registration Statement File Numbers 33-14464, 2-63830, 2-55753, 333-02285, 333-02557, and 333-52338.

/S/ ARTHUR ANDERSEN LLP
      ARTHUR ANDERSEN LLP

Kansas City, Missouri,
March 26, 2002

16

BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Consolidated Financial Statement Schedules
(Form 10-K)

December 31, 2001, 2000, 1999

(With Auditors’ Reports Thereon)

S-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of Butler Manufacturing Company:

We have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements included in Butler Manufacturing Company’s 2001 Annual Report to Shareholders, incorporated by reference in this Form 10-K, and have issued our report thereon dated January 29, 2002. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The Financial Statement Schedule listed in item 14 is the responsibility of the company’s management and is presented for the purpose of complying with the Securities and Exchange Commission’s rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements, and in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.

/S/ ARTHUR ANDERSEN LLP

      ARTHUR ANDERSEN LLP

Kansas City, Missouri,
January 29, 2002

S-2

SCHEDULE II

BUTLER MANUFACTURING COMPANY AND SUBSIDIARIES

Valuation and Qualifying Accounts

(Thousands of Dollars)

		Balance at		Charged									Balance
		beginning		to						Less:			at end
Description		of year		earnings			Other			Deductions			of year
							(A)
Allowance for Losses on Accounts Receivable:
	2001	$	5,130	$	3,768		$	(196	)	$	1,564		$	7,138
	2000	$	4,674	$	1,620		$	178		$	1,342		$	5,130
	1999	$	3,791	$	2,876		$	(191	)	$	1,802		$	4,674
Restructuring Reserve:
	2001	$	—	$	3,854	(D)	$	—		$	1,749	(E)	$	2,105
	2000	$	885	$	—		$	(620	)	$	265		$	—
	1999	$	2,277	$	1,514	(B)	$	(447	)	$	2,459	(C)	$	885

(A)	Includes reclasses, transfers, and/or recoveries of reserve balances.
(B)	Represents $1.5 million Brazilian foreign currency devaluation reserve established and utilized in the first quarter of 1999.
(C)	Includes charges against the reserve in 1999 of $1.1 million, plus $1.5 million write-down of Brazilian assets due to currency devaluation, net $.2 million 1999 recoveries shown in the Other column.
(D)	Represents the Butler Europe Restructuring Reserve for employee separation costs, costs to close offices, and other related costs to dispose of the business
(E)	Includes the recording of foreign exchange losses due to the write-down of Europe Assets.

S-3

EXHIBIT INDEX

EXHIBITS	DESCRIPTION
3.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to company’s form 10-Q for the quarter ended, March 31, 1996).
3.2	Bylaws of Butler Manufacturing Company as amended effective November 27, 2001.
3.11	Certificate of Designation of SERIES A, CLASS, 1 PREFERRED STOCK of BUTLER MANUFACTURING COMPANY (Pursuant to Section 151 of the Delaware General Corporation Law), filed September 23, 1999, pursuant to Rights Agreement appended as Exhibit 4.3.
4.1	Note Agreement between the company and four Insurance Companies dated as of June 1, 1994 (incorporated by reference to Exhibit 4 of the company’s Form 10-Q for the quarter ended June 30, 1994).
	Note Agreement between the company and an Insurance Company dated as of March 1, 1998 (incorporated by reference to Exhibit 4 of the company’s Form 10-Q for the quarter ended March 31, 1998).
4.3	Rights Agreement dated September 16, 1998, between Butler Manufacturing Company and UMB Bank, N.A. which includes the form of Rights as Exhibit C (incorporated by reference to Exhibit 1.1 to the company’s Form 8-A filed September 23, 1999.
10.1	Butler Manufacturing Company Executive Deferred Compensation Plan as amended (incorporated by reference to Exhibit 4 to the company’s Registration Statement on Form S-8 filed December 20, 2000 (File No 333-52338).
10.2	Butler Manufacturing Company Stock Incentive Plan for 1987, as amended (incorporated by reference to Exhibit 10.1 to the company’s Form 10-K for the year ended December 31, 1990).
10.3	Butler Manufacturing Company Stock Incentive Plan of 1979, as amended (incorporated by reference to Exhibit 10.2 to the company’s Form 10-K for the year ended December 31, 1990).
10.4	Form of Change of Control Employment Agreements, as amended, between the company and each of six executive officers (incorporated by reference to Exhibit 10.3 to the company’s Form 10-K for the year ended December 31, 1990).
10.5	Copy of Butler Manufacturing Company Supplemental Benefit Plan as amended and restated (incorporated by reference to Exhibit 10.5 to the company’s Form 10-K for the year ended December 31, 1994).

10.6	Form of Butler Manufacturing Company Split Dollar Life Insurance Agreement (Collateral Assignment Method; Bonus Arrangement) entered into between the company and certain executive officers (incorporated by reference to Exhibit 10.6 to the company’s Form 10-K for the year ended December 31, 1994).
10.7	Form of Butler Manufacturing Company Split Dollar Life Insurance Agreement (Collateral Assignment Method; Roll Out Arrangement) entered into between the company and certain executive officers (incorporated by reference to Exhibit 10.7 to the company’s Form 10-K for the year ended December 31,1994).
10.8	Butler Manufacturing Company Stock Incentive Plan of 1996 (incorporated by reference to Exhibit 4(a) to the company’s Registration Statement Number 333-02557 on S-8 filed April 17, 1996).
10.9	Butler Manufacturing Company Director Stock Compensation Program as amended June 20, 2000 (incorporated by reference to Exhibit 10.9 to the company’s December 31, 2000 Form 10-K).
10.10	Butler Manufacturing Company Restricted Stock Compensation Program of 1996 (incorporated by reference to Exhibit 10.10 to the company’s December 31, 1997 Form 10-K).
10.11	Form of Butler Manufacturing Company Split Dollar Life Insurance Agreement (Collateral Assignment Agreement; Roll Out Arrangement) entered into between the company and certain executive officers for the year ended December 31, 2000 (incorporated by reference to Exhibit 10.11 to the company’s December 31, 2000 Form 10-K).
10.12	Butler Manufacturing Company Director Deferred Fee Plan Dated July 1, 2000 (incorporated by reference to Exhibit 10.12 to the company’s December 31, 2000 Form 10-K).
10.13	Summary of Butler Manufacturing Company’s Long Term Incentive Plan.
13.1	Butler Manufacturing Company 2001 Annual Report Pages 14 through 36 only (the information expressly incorporated herein by reference).
22.1	Set forth below is a list as of February 20, 2002 of subsidiaries of the company and their respective jurisdictions of incorporation. Subsidiaries not listed, when considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary.

	Jurisdiction of
Subsidiary	Incorporation
Butler Export, Inc.	Barbados
Butler Europe Kft	Hungary
BMC Real Estate, Inc.	Delaware
BUCON, Inc.	Delaware
Butler Pacific, Inc.	Delaware
Butler Real Estate, Inc.	Delaware
Butler, S.A. de C.V.	Mexico
Butler (Shanghai) Inc.	China
Butler Holdings, Inc.	Delaware
Comercial Butler Limitada	Chile
Lester’s of Minnesota, Inc.	Minnesota
Lester Holdings, Inc.	Delaware
Liberty Building Systems, Inc.	Delaware
Moduline Windows, Inc.	Wisconsin

23.1	Consent of Arthur Andersen LLP (incorporated by reference to page 14 of this report).
24.1	Power of Attorney to sign this and other SEC Reports by each director.
99.1	Audit Assurance Letter from Arthur Andersen LLP.

EX-3.2 3 c68481ex3-2.htm BYLAWS AS AMENDED

EXHIBIT 3.2

BYLAWS
OF
BUTLER MANUFACTURING COMPANY
(A Delaware Corporation)

Effective November 27, 2001

ARTICLE I

OFFICES

     SECTION 1. Principal Office. The principal office of the Corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the resident agent in charge thereof shall be The Corporation Trust Company.

     SECTION 2. Other Offices. The Corporation may have offices at such other place or places, within or without the State of Delaware, as from time to time the Board of Directors may determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

     SECTION 1. Annual Meetings.

	1.1	Date, Place and Time. The annual meeting of the stockholders shall be held on the third Tuesday in April in each year or on
such other day, which shall not be a legal holiday, as shall be determined by the Board of Directors. The annual meeting shall be held at such place and hour, within or without the State of Delaware, as shall be determined by the Board of Directors. The day, place and hour of each annual meeting shall be specified in the notice of the annual meeting. The meeting may be adjourned by the chairman of the meeting from time to time and place to place. At any adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. The Board of Directors acting by resolution may postpone and reschedule any previously scheduled annual or special meeting of stockholders.
	1.2	Nomination and Stockholder Business Bylaw.
	(A)	Annual Meetings of Stockholders.
	(1)	Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice of meeting,

1

(b)  by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Bylaw, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Bylaw.

	(2)	For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause
(c) of paragraph (A)(1) of this Bylaw, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14 a-11 thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner and (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner.
	(3)	Notwithstanding anything in the second sentence of paragraph (A)(2) of this Bylaw to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for Director or specifying the size of the increased Board of Directors made by the Corporation at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

     (B)  Special Meetings of Stockholders. Only such business shall be

2

conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Bylaw, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Bylaw. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice required by paragraph (A)(2) of this Bylaw shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the 90th day prior to such special meeting and not later than the close of business on the later of the 70th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

     (C)  General. (1) Only such persons who are nominated in accordance with the procedures set forth in this Bylaw shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Bylaw. The Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Bylaw and, if any proposed nomination or business is not in compliance with this Bylaw, to declare that such defective proposal shall be disregarded.

	(2)	For purposes of this Bylaw, “public announcement” shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.
	(3)	Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.”

     SECTION 2. Quorum. At each meeting of the stockholders, except where other provision is made by law, the holders of a majority of the issued and outstanding stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business. In the absence of a quorum the chairman of the meeting shall have the power to adjourn the meeting from time to time, until stockholders holding the requisite amount of stock shall be present or represented. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

     SECTION 3. Organization. At each meeting of the stockholders the Chairman of the

3

Board, or if he shall be absent therefrom, the Vice Chairman, or if he shall be absent therefrom, the President, or if he shall be absent therefrom, another officer of the Corporation chosen by the Board of Directors shall act as chairman of the meeting or preside thereat; and the Secretary, or if he shall be absent from such meeting or shall be required pursuant to the provisions of this Section 3 to act as chairman of such meeting, the person (who shall be an Assistant Secretary, if an Assistant Secretary shall be present thereat) whom the chairman of such meeting shall appoint shall act as secretary of such meeting and keep the minutes thereof.

     SECTION 4. Order of Business. The order of business and all other matters of procedure at each meeting of the stockholders shall be determined by the chairman of such meeting.

     SECTION 5. Voting. Each stockholder entitled to vote shall, at each meeting of the stockholders, be entitled to one vote in person or by proxy for each share of voting stock of the Corporation held by him and registered in his name on the books of the Corporation on the date fixed pursuant to the provisions of Section 6 of Article VII of these Bylaws at the record date for the determination of stockholders who shall be entitled to notice of and to vote at such meeting. Any vote on stock of the Corporation may be given at any meeting of the stockholders by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing executed by such stockholder or by his attorney thereunto authorized or appointed by means of an electronic transmission and delivered to the Secretary of the Corporation or to the secretary of the meeting, provided, however, that no proxy shall be voted or acted upon after three (3) years from its date, unless said proxy shall provide for a longer period. At all meetings of the stockholders all matters, except where other provision is made by law, by the Certificate of Incorporation of the Corporation or by these Bylaws, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat, a quorum being present. Unless demanded by a stockholder of the Corporation present in person or by proxy at any meeting of the stockholders and entitled to vote thereat or so directed by the chairman of the meeting, the vote thereat on any question need not be by ballot. Upon a demand of any such stockholder for a vote by ballot on any question or at the direction of such chairman that a vote by ballot be taken on any question, such vote shall be taken. On a vote by ballot each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.

     SECTION 6. List of Stockholders. It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of its stock ledger, either directly or through another officer of the Corporation designated by him or through a transfer agent appointed by the Board of Directors, to prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such a list shall be open to the examination of any stockholder, for any purpose germane to the meeting during ordinary business hours, for a period of at least ten (10) days prior to said meeting, either at a place within the city where said meeting is to be held, which place shall be specified in the notice of said meeting, or, if not so specified, at the place where said meeting is to be held. The list shall also be produced and

4

kept at the time and place of said meeting during the whole time thereof, and may be inspected by any stockholder who shall be present thereat.

     SECTION 7. Inspectors of Votes. At each meeting of the stockholders the chairman of such meeting may appoint two Inspectors of Votes to act thereat. Each Inspector of Votes so appointed shall first subscribe an oath or affirmation faithfully to execute the duties of an Inspector of Votes at such meeting with strict impartiality and according to the best of his ability. Such Inspector of Votes, if any, shall take charge of the ballots at such meeting and after the balloting thereat on any question shall count the ballots cast thereon and shall make a report in writing to the secretary of such meeting of the results thereof. An Inspector of Votes need not be a stockholder of the Corporation, and any officer of the Corporation may be an Inspector of Votes on any question other than a vote for or against his election to any position with the Corporation or on any other question in which he may be directly interested.

ARTICLE III
BOARD OF DIRECTORS

     SECTION 1. General Powers. The property, business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

     SECTION 2. Number, Election and Terms of Directors. The number of Directors of the Corporation shall be fixed from time to time by the Board of Directors, but shall not be less than three. Such Directors shall be classified with respect to the time for which they severally hold office into three classes. The three classes shall be designated Class A, Class B and Class C. Each class shall be as nearly equal in number as possible, as shall be determined by the Board of Directors. The Class A Directors shall be elected initially for a term expiring at the annual meeting of the stockholders to be held in 1987, the Class B Directors shall be elected initially for a term expiring at the annual meeting of stockholders to be held in 1988, and the Class C Directors shall be elected initially for a term expiring at the annual meeting of stockholders to be held in 1989, with the members of each class to hold office until their successors are elected and qualified. At each annual meeting of the stockholders of the Corporation, the successors to the class of Directors whose term expires at the meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election, and until their successors shall have been elected and qualified. Elections of Directors need not be by written ballot.

     SECTION 3. Meetings. All meetings of the Board of Directors of this Corporation may be held within or without the State of Delaware as may be provided in the resolution or notice calling such meeting. The regular annual meeting of the Board of Directors shall be held with or without special notice immediately after the final adjournment of and at the same place as each annual meeting of the shareholders. Other regular meetings of the Board of Directors shall be held with or without notice at such times and places as may be provided by the Board of Directors. Special meetings of the Board may be held at any time upon the call of any member of the Board. Written notice of all special meetings of the Board of Directors shall be given to each director, which notice shall state the time and place of such meeting, and shall be mailed to each director, addressed to him at his residence or usual place of business, at least

5

two (2) days before the day on which such meeting is to be held, or shall be sent addressed to him at such place by telegraph, cable, wireless or by other means of electronic transmission or be delivered personally or by telephone or by other means of electronic transmission not later than the day before the day on which such meeting is to be held. Attendance of a director at any meeting, whether regular or special, shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened; and any director may waive notice, whether he attends a meeting or not, and such waiver may be in writing, by telegram, or other means of electronic transmission.

     SECTION 4. Quorum and Manner of Acting. One half of the total number of directors shall be required to constitute a quorum for the transaction of business at any meeting, and the act of a majority of the directors present at any meeting at which a quorum shall be present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting need not be given.

     SECTION 5. Action by Consent. Unless otherwise restricted by these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

     SECTION 6. Newly Created Directorships and Vacancies. Newly created directorships resulting from any increase in the number of Directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled solely by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board of Directors. Any Director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such director’s successor shall have been elected and qualified. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

     SECTION 7. Participation. Members of the Board or of any committee designated by the Board may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

ARTICLE IV
COMMITTEES

     SECTION 1. Executive and Other Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate an Executive Committee and one or more other committees, each to consist of two (2) or more of the directors of the Corporation. The Executive Committee shall not have authority to make, alter

6

or amend the Bylaws, but shall exercise all other powers of the Board of Directors between the meetings of said Board, except the power to fill vacancies in their own membership, which vacancies shall be filled by the Board of Directors. The Executive Committee and such other committees shall meet at stated times or on notice to all by any of their own number. They shall fix their own rules of procedure. Two (2) members of any Committee shall constitute a quorum and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the Committee. The Executive Committee and such other committees shall keep regular minutes of their proceedings and report the same to the Board of Directors. Such other committees shall have and may exercise the powers of the Board of Directors to the extent provided in such resolution or resolutions. Any action required or permitted to be taken at any meeting of the Executive Committee or any other committee of the Board of Directors may be taken without a meeting if all members of such committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of such committee.

     SECTION 2. Appointment of Substitute Committee Members. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

ARTICLE V
OFFICERS

     SECTION 1. Number. The officers of the Corporation shall be elected by the Board of Directors and shall be a Chairman of the Board, a President, one or more Vice Presidents (one or more of whom may be designated Executive Vice President or Senior Vice President), a Secretary, a Treasurer, and such other Officers (including a Vice Chairman) as may be designated and elected by the Board of Directors.

     SECTION 2. Executives. The Board of Directors may authorize the Chairman of the Board or the President to confer such titles on corporate and divisional executives as the Chairman or President deems appropriate. Persons holding titles conferred by the Chairman or President shall not be officers of the Company, but shall be deemed assistants to the officers, and shall have only such authority as may be specified by these Bylaws, by resolution of the Board of Directors, or as may be properly delegated by or through the Chairman or President. Such persons shall hold such titles at the pleasure of the Chairman or President.

     SECTION 3. Qualifications. The Chairman of the Board, Vice Chairman, if any, and the President shall be members of the Board of Directors.

     SECTION 4. Term. Each officer shall hold his office at the pleasure of the Board of Directors from the date of his election until his successor is elected and qualified, or until his earlier resignation or removal.

     SECTION 5. Consolidation of Offices. Any two (2) or more offices, except those of

7

President and Vice President, may be held by one and the same person.

     SECTION 6. Removal. Any officer may be removed, either with or without cause, by a vote of a majority of the whole Board of Directors.

     SECTION 7. Vacancies. A vacancy in any office because of death, resignation, removal or any other cause shall be filled by the affirmative vote of a majority of the whole Board of Directors.

     SECTION 8. Chairman of the Board. The Chairman of the Board shall be the chief executive officer of the Corporation and, under the direction of the Board of Directors, shall be responsible for the general management and direction of the affairs and business of the Corporation. He shall perform such other duties as may be assigned by the Board of Directors and these Bylaws and shall have all powers necessary and proper to perform such responsibilities and duties. He shall preside at all meetings of stockholders and the Board of Directors.

     SECTION 9. Vice Chairman. The Vice Chairman shall perform all of the duties of the Chairman of the Board in the event of the death, disability or absence of the Chairman of the Board, and such other duties as the Board of Directors may from time to time assign to him.

     SECTION 10. President. The President shall perform such duties as shall be delegated or assigned by the Chairman of the Board, the Board of Directors, or these Bylaws. In the absence of the Chairman of the Board or the Vice Chairman, if any, the President shall preside at meetings of the stockholders and the Board of Directors.

     SECTION 11. Vice Presidents. The Vice Presidents shall perform all of the duties of the President in the event of the death, disability or absence of the President and such other duties, if any, as the Board of Directors may from time to time assign to them.

     SECTION 12. The Secretary and the Assistant Secretaries. The Secretary shall record or cause to be recorded in books provided for the purpose the minutes of the meetings of the stockholders, the Board of Directors, the Executive Committee and all other committees of the Board of Directors, if any; shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; shall be custodian of all corporate records (other than financial) and of the seal of the Corporation and see that the seal is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; shall keep the list of stockholders which shall include the post-office address of each stockholder, and make all proper changes therein, retaining and filing his authority for all such entries; shall see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors or by the President.

At the request of the Secretary, or in his absence or disability, any Assistant Secretary shall

8

perform any of the duties of the Secretary and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. Except where by law the signature of the Secretary is required, each of the Assistant Secretaries shall possess the same power as the Secretary to sign certificates, contracts, obligations and other instruments of the Corporation, and affix the seal of the Corporation to such instrument, and attest the same.

     SECTION 13. The Treasurer and the Assistant Treasurers. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, and shall deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; shall render to the Board of Directors, whenever the Board may require him so to do, and shall present at the annual meeting of the stockholders, if called upon so to do, a report of all his transactions as Treasurer; and, in general, shall perform all duties incident to the office of Treasurer and such other duties as may, from time to time, be assigned to him by the Board of Directors or by the President. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

At the request of the Treasurer, or in his absence or disability, any Assistant Treasurer may perform any and all of the duties of the Treasurer and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. Except where by law the signature of the Treasurer is required, each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Corporation.

     SECTION 14. Compensation. The compensation of Directors who are employees shall be established by the Board of Directors upon recommendation of the Compensation and Benefits Committee. Compensation of other Officers and Employees shall be established by the President or his delegate.

No officer shall be prevented from receiving such compensation by reason of the fact that he is also a Director of the Corporation.

ARTICLE VI
CONTRACTS, CHECKS, LOANS AND DEPOSITS

     SECTION 1. Contracts, Checks, Etc. All contracts and agreements authorized by the Board of Directors, and all checks, drafts, bills of exchange or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such person or persons as may from time to time be designated by the Board of Directors, or as may be designated by such officer or officers as the Board of Directors may appoint, which designation or designations may be general or confined to specific instances. The Board of Directors may authorize the use of facsimile signatures on any such document. [Amended 9/18/90]

     SECTION 2. Proxies in Respect of Securities of Other Corporations. Unless

9

otherwise provided by resolution adopted by the Board of Directors, the Chairman of the Board, President or a Vice President may from time to time appoint an attorney or attorneys, or an agent or agents, to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation to vote or to consent in respect of such stock or other securities; the Chairman of the Board, the President or a Vice President may instruct the person or persons so appointed as to the manner of exercising such powers and rights and the Chairman of the Board, the President or a Vice President may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies, powers of attorney, or other written instruments as he may deem necessary in order that the Corporation may exercise such powers and rights.

ARTICLE VII
CERTIFICATES OF STOCK, BONDS AND RECORDS

     SECTION 1. Form, Signatures. The certificates of stock of the Corporation shall be numbered and shall be entered in the books of the Corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the Chairman of the Board or President or a Vice President and the Secretary or an Assistant Secretary which signature may be a facsimile; provided, however, that if any such certificate is countersigned (a) by a transfer agent other than the Corporation or its employee or (b) by a registrar other than the Corporation or its employee, any other signature on such certificate may be a facsimile. In case any officer of the Corporation who shall have signed, or whose facsimile signature shall have been placed upon, such certificate shall cease to be such officer before such certificate shall have been issued, such certificate may nevertheless be issued by the Corporation with the same effect as though such person were such officer at the date of issuance.

     SECTION 2. Transfer. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by attorney lawfully constituted in writing, and upon surrender of the certificate therefor.

     SECTION 3. Record Owner. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware.

     SECTION 4. Lost Certificates. In the case any certificates of stock issued by the Corporation shall be alleged to have been lost, stolen or destroyed the Transfer Agent is authorized to issue and authenticate any certificate or certificates of stock issued in lieu of a lost, stolen or destroyed certificate or certificates of stock, and in an appropriate case to transfer shares represented by certificates of stock registered in the name of a decedent without requiring documents as to probate proceedings provided that an Indemnity Bond satisfactory to the Transfer Agent indemnifying the Corporation and the Transfer Agent shall be required in all cases.

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     SECTION 5. Books and Records. The books and records of the Corporation may be kept at such places within or without the State of Delaware as the Board of Directors may from time to time determine.

     SECTION 6. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If in any case involving the determination of stockholders for any purpose other than notice of or voting at a meeting of stockholders the Board of Directors shall not fix such a record date, the record date for determining stockholders for such purpose shall be the close of business on the day on which the Board of Directors shall adopt the resolution relating thereto. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VIII
DIVIDENDS

Subject to the provisions of law and of the Certificate of Incorporation, the Board of Directors, at any regular or special meeting, may declare and pay dividends upon the shares of its stock either (a) out of its surplus as defined in and computed in accordance with the provisions of law or (b) in case it shall not have any such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, whenever and in such amount as, in the opinion of the Board of Directors, the condition of the affairs of the Corporation shall render it advisable.

Before payment of any dividend or making any distribution of profits, there may be set aside out of the surplus or net profits of the Corporation such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interests of the Corporation.

11

ARTICLE IX
SEAL

The corporate seal of the Corporation shall be circular in form and shall contain the following words:

BUTLER MANUFACTURING COMPANY
CORPORATE
SEAL
DELAWARE

ARTICLE X

FISCAL YEAR

The fiscal year of the Corporation shall end on the thirty-first day of December in each year.

ARTICLE XI
AMENDMENTS

Subject to the provisions of the Certificate of Incorporation, these Bylaws may be altered, amended or repealed at any regular annual meeting of the stockholders (or at any special meeting thereof duly called for that purpose) by a majority vote of the shares represented and entitled to vote at such meeting; provided that in the notice of such special meeting notice of such purpose shall be given. Subject to the laws of the State of Delaware, the Certificate of Incorporation and these Bylaws, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present amend these Bylaws, or enact such other Bylaws as in their judgment may be advisable for the regulation of the conduct of the affairs of the Corporation.

12 EX-10.13 4 c68481ex10-13.htm SUMMARY OF LONG TERM INCENTIVE PLAN

Exhibit 10.13

Summary of Butler Manufacturing Long Term Incentive Plan

     The Long Term Incentive Plan (“LTIP” or “Plan”) is an additional component in our executive compensation package. It is designed to reward efforts for good financial results while enhancing the ability to earn long-term rewards. The objective of this Plan is to improve overall results, to balance short-term and long-term goals, tie pay to performance, pay competitively, and focus the senior management team on creating shareholder value.

     The LTIP is a long-term incentive plan. It is designed to reward with both stock ownership and cash to executives whose leadership create value and generate returns for shareholders. The Plan contemplates:

• Annual stock option grants;

• A performance measurement based on total business return; and

• Three year performance period.

     Corporate Officers and Division Presidents are eligible to participate in the Plan. Participants who become eligible during a performance cycle will receive a prorated share of the awards.

PLAN COMPONENTS

     The LTIP has two components, annual stock option grants and a Long Term Cash Performance Plan (LTCPP).

     Annual Stock Option Grants

     Subject to stockholder approval of our 2002 Stock Incentive Plan at our annual meeting being held in April 2002, the Plan contemplates annual grants of stock options in order to promote stock ownership by executives. All stock option grants are subject to Board discretion and approval. Stock options will have a 10-year term.

     Long Term Cash Performance Plan (“LTCPP”)

     The goal of the LTCPP is to reward executives for value creation with Butler. We chose “total business return” on company wide results to be our method of measuring value creation. Total business return is a function of three variables: investment, NOPAT (net operating profit after tax), and the cost of capital. We calculate total business return by (i) dividing changes in net operating profit after taxes by the weighted average cost of capital (ii) adding free cash flow for the three year period and (iii) dividing the result by beginning investment levels. As a benchmark, our total business return for the three years ended December 31, 2000 was 32%.

     The LTCPP contemplates three year performance cycles, each cycle commencing at the beginning of each year, the first of which began on January 1, 2001. At the beginning of each cycle, the Board’s Compensation Committee will establish threshold, target and maximum total business return performance standards upon which awards will be based and the dollar amount of the award to be paid at the target level for each executive officer participating in the LTCPP. At the end of each three year performance period, actual awards will be determined as a percentage of the target awards, based on Butler’s

1

three year total business return. Awards will be paid in cash, subject to withholding, and we expect executives to use one third of any award to purchase Company stock.

     If a participant’s employment ends due to:

• Death, retirement, permanent disability — The executive and his or her beneficiary may be paid the portion of the LTCPP award covering the time of the performance period that he or she was actively employed, at the discretion of the Board Compensation and Benefits Committee.

• Termination (voluntary or involuntary) — The executive forfeits any unpaid LTCPP award amounts.

2 EX-13.1 5 c68481ex13-1.htm 2001 ANNUAL REPORT

<PAGE> 1
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<NAME> BUTLER2001AR
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<CCC> qrvqt7z*
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</TEXT>
</DOCUMENT> EX-24.1 6 c68481ex24-1.htm POWER OF ATTORNEY

EXHIBIT 24.1

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints John W. Huey, his true and lawful attorneys-in-fact and agents, with full power of substitution and revocation in each, for him/her and in his/her name, place and stead, to sign any or all reports (including reports on Form 10-K, Form 3, Form 4, Form 5, Schedule 13-D, Schedule 13-G, and Form 144), and any amendments thereto, required or permitted to be filed by him under the Securities and Exchange Act of 1934, or the Securities Act of 1933, with respect to beneficial ownership of, and transactions in, equity securities of BUTLER MANUFACTURING COMPANY, a Delaware corporation (the “company”), and with respect to other matters relating to the company, and to file the same, with all documents required or permitted to be filed in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

DATED:	January 14, 2002	/S/ K. DANE BROOKSHER K.DANE BROOKSHER
DATED:	January 10, 2002	/S/ GARY M. CHRISTENSEN GARY M. CHRISTENSEN
DATED:	January 10, 2002	/S/ SUSAN F. DAVIS SUSAN F.DAVIS
DATED:	January 9, 2002	/S. C.L. WILLIAM HAW C.L. WILLIAM HAW
DATED:	January 9, 2002	/S/ JOHN J. HOLLAND JOHN J. HOLLAND
DATED:	January 11, 2002	/S/ ROBERT J. REINTJES, SR. ROBERT J. REINTJES, SR.
DATED:	January 8, 2002	/S/ RONALD E.RUTLEDGE RONALD E.RUTLEDGE
DATED:	January 10, 2002	/S/ GARY L. TAPELLA GARY L. TAPELLA
DATED:	January 9, 2002	/S/ WILLIAM D. ZOLLARS WILLIAM D. ZOLLARS

EX-99.1 7 c68481ex99-1.htm AUDIT ASSURANCE LETTER FROM ARTHUR ANDERSEN LLP

EXHIBIT 99.1

AUDITORS ASSURANCE LETTER

To The Board of Directors and Stockholders of Butler Manufacturing Company

Ladies and Gentlemen:

We represent that this audit was subject to our quality control system for the U.S. accounting and auditing practice to provide reasonable assurance that the engagement was conducted in compliance with professional standards, that there was appropriate continuity of Arthur Andersen personnel working on the audit and availability of national office consultation, and availability of personnel at foreign affiliates of Arthur Andersen to conduct the relevant portions of the audit.

/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP

Kansas City, Missouri,
March 26, 2002

-----END PRIVACY-ENHANCED MESSAGE-----

EX-3.2

Bylaws as amended

EX-10.13

Summary of Long Term Incentive Plan

EX-13.1

2001 Annual Report

EX-24.1

Power of Attorney

EX-99.1

Audit Assurance Letter