-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HzI0/wg3RgNtE8vbo+2cm4CT9UvNgOxMY8WMktPupjpzPRHQsBxcBJNJ7sU0RAcQ GLfiw6bBysV7FR17Klgl+A== 0000950137-03-006151.txt : 20031125 0000950137-03-006151.hdr.sgml : 20031125 20031125171538 ACCESSION NUMBER: 0000950137-03-006151 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031125 ITEM INFORMATION: Other events FILED AS OF DATE: 20031125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUTLER MANUFACTURING CO CENTRAL INDEX KEY: 0000015840 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448] IRS NUMBER: 440188420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12335 FILM NUMBER: 031023897 BUSINESS ADDRESS: STREET 1: 1540 GENESSEE STREET STREET 2: P O BOX 419917 CITY: KANSAS CITY STATE: MO ZIP: 64141-6917 BUSINESS PHONE: 8169683000 MAIL ADDRESS: STREET 1: 1540 GENESSEE STREET STREET 2: P O BOX 419917 CITY: KANSAS CITY STATE: MO ZIP: 64141-6917 8-K 1 c81292e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: November 25, 2003 BUTLER MANUFACTURING COMPANY Butler Manufacturing Company 1540 Genessee Street Kansas City, Missouri 64102 Phone (816) 968-3000 Incorporated in the State of Delaware Commission File No. 001-12335 I.R.S. Employer Identification Number: 44-0188420 ITEM 5. TERMINATION OF AGREEMENT TO SELL LESTER DIVISION On May 15, 2003, Butler Manufacturing Company announced that it had signed a letter of intent to sell substantially all of the assets of the Lester Building Systems business to a management team headed by John Hill, the current Lester division president. During the third quarter of 2003, the company and the buyer executed definitive agreements, which called for the transaction to be completed by November 21, 2003. The closing was subject to receipt of consent from the company's senior lenders, which was not received by November 21, 2003. On that date, the buyer and seller executed an agreement terminating the sale. The company intends to operate the business for the foreseeable future. Nevertheless, the Lester assets will continue to be held for sale as the company and Lester's existing management team are both interested in ultimately consummating a sale transaction. The Lester division is part of the North American Building Systems Segment, and designs, manufactures, markets, and erects pre-engineered wood-frame buildings for a variety of end uses. Principal offices are located in Lester Prairie, Minnesota, with sales, engineering, and manufacturing facilities in Charleston, Illinois and Clear Brook, Virginia. SIGNATURES Pursuant to the requirement 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. BUTLER MANUFACTURING COMPANY November 25, 2003 /s/ Larry C. Miller - ------------------------- ------------------------------ Date Larry C. Miller Vice President - Finance, and Chief Financial Officer November 25, 2003 /s/ John W. Huey - ------------------------- ------------------------------ Date John W. Huey Vice President, General Counsel and Secretary EXHIBIT INDEX 99.1 Butler Manufacturing Company Announces Termination of Agreement to Sell Lester Division EX-99.1 3 c81292exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 KANSAS CITY, MO, Nov. 25, 2003 -- Butler Manufacturing Company (NYSE:BBR) announced today the termination of the previously announced agreement to sell substantially all the assets of its Lester Building Systems business to a management team headed by John Hill, the current Lester division president. During the third quarter of 2003, the company and the buyer executed definitive agreements, which called for the transaction to be completed by November 21, 2003. The closing was subject to receipt of consent from the company's senior lenders, which was not received by November 21, 2003. On that date, the buyer and seller executed an agreement terminating the sale. The company intends to operate the business for the foreseeable future. Nevertheless, the Lester assets will continue to be held for sale as the company and Lester's existing management team are both interested in ultimately consummating a sale transaction. The Lester division is part of the North American Building Systems Segment, and designs, manufactures, markets, and erects pre-engineered wood-frame buildings for a variety of end uses. Principal offices are located in Lester Prairie, Minnesota, with sales, engineering, and manufacturing facilities in Charleston, Illinois and Clear Brook, Virginia. 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" 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 2002 Annual Report to Shareholders on page 16 -----END PRIVACY-ENHANCED MESSAGE-----