<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/X/ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
BUTLER MANUFACTURING COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
BUTLER MANUFACTURING COMPANY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- -------------------------
1Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE> 2
BUTLER MANUFACTURING COMPANY
BMA Tower - Penn Valley Park
(P.O. Box 419917)
Kansas City, Missouri 64141-0917
March 9, 1994
NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT
To the Stockholders:
The annual meeting of stockholders of Butler Manufacturing Company will be
held at Atkins Auditorium, Nelson-Atkins Museum of Art, 4525 Oak Street, Kansas
City, Missouri, on Tuesday, April 19, 1994, beginning at 10:00 a.m., local time
for the following purposes:
1. To elect three directors each for a three year term expiring in 1997;
2. To transact such other business as may properly come before the
meeting.
Holders of Common Stock of record on the books of the Company at the close
of business on February 21, 1994, will be entitled to vote at the meeting or
any adjournment thereof.
STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND MAIL PROMPTLY IN THE
ENCLOSED ENVELOPE THE ACCOMPANYING PROXY SO THAT, IF YOU ARE UNABLE TO ATTEND
THE MEETING, YOUR SHARES MAY NEVERTHELESS BE VOTED.
By Order of the Board of Directors,
ROBERT H. WEST
Chairman of the Board
RICHARD O. BALLENTINE
Vice President, General Counsel
and Secretary
<PAGE> 3
PROXY STATEMENT
This Proxy Statement is being furnished in connection with the solicitation
of proxies for use at the Company's 1994 annual meeting of stockholders on
April 19, 1994, as set forth in the preceding Notice. It is expected that this
Proxy Statement and enclosed form of Proxy will be mailed to stockholders
commencing March 9, 1994. A returned Proxy will not be exercised if you attend
the meeting and choose to cast a ballot, or if you should otherwise give
written notice of revocation at any time before it is exercised.
Holders of Common Stock of record at the close of business on February 21,
1994, are entitled to vote at the meeting. As of February 21, 1994, there were
4,757,905 shares of Common Stock outstanding, each share being entitled to one
vote. As of February 21, there were no shares of Class A or Class 1 Preferred
Stock issued or outstanding.
The complete mailing address of the Company's principal executive offices
is BMA Tower (P. O. Box 419917), Penn Valley Park, Kansas City, Missouri
64141-0917.
ELECTION OF CLASS B DIRECTORS
NOMINEES.
This year's annual meeting is being called primarily for the election of
three Class B Directors, each for terms of three years expiring at the Annual
Meeting of Stockholders for 1997. The terms of the other two classes of
directors do not expire until 1995 (Class C) and 1996 (Class A). Persons
elected as directors continue to hold office until their terms expire or until
their successors are elected and are qualified.
Each nominee has consented to be named and to serve if elected. Mr. Cook
and Ms. Rogala have served as directors since the last annual meeting of
stockholders. Mr. Reintjes has been nominated to replace Robert L. Geddes who
will retire upon completion of his current term. If for any reason any should
not be available or able to serve, the proxies will exercise discretionary
authority to vote for substitutes proposed by the Board of Directors of the
Company.
2
<PAGE> 4
CLASS B NOMINEES
(TERMS WILL EXPIRE 1997)
ROBERT E. COOK
President and Chief Executive Officer of American
- ------------------- Yard Products, Inc.; Chairman of the Audit Committee
and member of the Compensation & Stock Incentive
Committee.
[Photo] Cook, age 50, has been a director since July,
1987. He has been President and Chief Executive
Officer of American Yard Products, Inc. (formerly
Roper Corporation), a manufacturer of outdoor power
- ------------------ equipment, since 1983 and Chief Executive Officer
since 1985.
JUDITH A. ROGALA
- -------------------
Chief Executive Officer and President of EQ-The
Environmental Quality Company; Chairman of the
Pension Committee and member of the Compensation &
Stock Incentive Committee.
[Photo] Rogala, age 52, a director since 1989, has been
CEO and President of EQ-The Environmental Quality
Company, a management services company for several
- ------------------- affiliated companies specializing in hazardous and
solid waste management, energy recovery and
hydraponic agriculture, since 1992. From 1990 to
1992, she was the CEO and President of Flagship
Express, Inc., a holding Company and Flagship Express
Services, Inc., an air express company. From 1980 to
1990, Ms. Rogala was a Senior Vice President for
Federal Express Corporation. She is a member of the
Board of Advisors, Dry Storage Corporation.
- ------------------- ROBERT J. REINTJES, SR.
President and Chief Executive Officer, Geo. P.
Reintjes Co., Inc.
[Photo] Reintjes, age 62, has been President and Chief
Executive Officer of Geo. P. Reintjes Co., Inc. of
Kansas City, Missouri for over 20 years. Geo. P.
Reintjes Co., Inc. is a specialty contracting firm
- ------------------- which installs refractories and weld overlay in basic
industries. He is also a director of Midwest Grain
Products, Inc. and Commerce Bank of Kansas City, N.A.
and is a trustee of the Francis Families Foundation
and Midwest Research Institute. He is President of
the Kansas City Crime Commission.
3
<PAGE> 5
CLASS C DIRECTORS
(TERMS EXPIRE 1995)
ALAN M. HALLENE
- ----------------- President, Montgomery Elevator International; Member
of the Audit and Compensation & Stock Incentive
Committees.
[Photo] Hallene, age 65, has been a Director since 1979.
He has been a director of Montgomery Elevator Company
since 1960 and President, Montgomery Elevator
- ----------------- International since 1989. From 1968 to 1989, he was
President of Montgomery Elevator Company. Mr.
Hallene is also a director of Pella Corporation, John
D. and Catherine T. MacArthur Foundation, First
Midwest Bancorp and University of Illinois
Foundation. He is a trustee of the Butterworth
Memorial Trust.
GEORGE E. POWELL, JR.
- ----------------- Chairman of the Board, Yellow Freight System, Inc.;
Member of the Board Organization, Executive and
Pension Committees.
[Photo] Powell, age 67, has been a Director since 1965.
Mr. Powell has been Chairman of the Board of Yellow
Freight System, Inc., a motor carrier, since 1968.
He is President of Powell Gardens, Inc., a trustee of
- ----------------- Midwest Research Institute and a Director of the
Kansas City Symphony.
ROBERT H. WEST
- ----------------- Chairman of the Board and Chief Executive Officer;
Chairman of the Executive Committee and member of the
Board Organization Committee.
[Photo] West, age 55, has been a Director since 1975. He
joined Butler in 1968, became President in 1978 and
Chairman of the Board in 1986. Mr. West is a
- ----------------- director of Commerce Bancshares, Inc., Santa Fe
Pacific Corp., Kansas City Power & Light Company, and
St. Luke's Hospital. He is a trustee of the
University of Missouri at Kansas City.
4
<PAGE> 6
CLASS A DIRECTORS
(TERMS EXPIRE 1996)
HAROLD G. BERNTHAL
- ------------------- Chairman, CroBern, Inc., Member of the Audit and
Board Organization Committees.
[Photo] Bernthal, age 65, has been a Director since 1979.
He has been Chairman of CroBern, Inc., a health care
management and investment company, since 1986. Mr.
Bernthal served as Vice Chairman, President and Chief
- ------------------- Operating Officer of American Hospital Supply
Corporation from 1974 through 1985. He is also a
director of Nalco Chemical Company and National
Standard Company and a Governing Member, Chicago
Symphony Orchestra.
C. L. WILLIAM HAW
- ------------------- President and Chief Executive Officer of National
Farms, Inc. Chairman of the Compensation and Stock
Incentive Committee and a member of the Pension and
Executive Committees.
[Photo] Haw, age 55, has been a Director since 1983. He
has been employed as the President and Chief
Executive Officer of National Farms, Inc., a
- ------------------- diversified agricultural production company, since
1974. He is also a director of Commerce Bank of
Kansas City, N.A. and an Executive Committee member
of the American Royal.
DONALD H. PRATT
- ------------------- President; member of the Executive Committee.
[Photo] Pratt, age 56, has been a Director since 1979.
He joined Butler in 1965, became Executive Vice
President in 1980, and President of the Company in
1986. Mr. Pratt is also a director of Union
Bancshares, Inc., Wichita, Kansas, and is a trustee
of the Kansas City Art Institute and Midwest Research
- ------------------- Institute.
5
<PAGE> 7
CERTAIN INFORMATION CONCERNING THE BOARD AND ITS COMMITTEES
The Board has five standing committees: (1) the Audit Committee, (2) the
Pension Committee, (3) the Executive Committee, (4) the Board Organization
Committee, and (5) the Compensation and Stock Incentive Committee. All
committees consist of non-employee directors except the Executive and Board
Organization Committees. The primary functions of the committees are described
below.
During 1993, the Board met 5 times and the various committees met as
follows: Compensation and Stock Incentive - 2 times; Audit - 2 times; Pension
- - 2 times; Board Organization - 1 time; and the Executive Committee had no
meeting. The average attendance at committee and board meetings was 96%. All
directors attended 80% or more of the aggregate of all board and committee
meetings held during the year.
Non-employee directors are paid $18,000 per annum, $1,000 for attendance at
each board and committee meeting and for attendance in connection with special
assignments. Attendance by means of conference telephone is compensated at the
rate of $500 per meeting. Travel allowances are provided where appropriate.
The Company provides $50,000 of accidental death and of term life insurance for
each non-employee director while the director serves as such and thereafter for
those who have served for more than ten years. Employee directors receive no
director compensation.
The Audit Committee recommends to the Board an independent accountant to
audit the books and records of the Company and its subsidiaries for the year.
It also reviews, to the extent it deems appropriate, litigation and pending
claims, the scope, plan and findings of the independent accountant's annual
audit and internal audits, recommendations of the auditor, the adequacy of
internal accounting controls and audit procedures, the Company's audited
financial statements, non-audit services performed by the independent auditor,
and fees paid to the independent auditor for audit and non-audit services. The
Audit Committee also monitors compliance with the Company's policies concerning
conflict of interest and business conduct.
The Pension Committee reviews proposals concerning the adoption of or
material changes to Company pension plans, the financial condition of each plan
and the investment performance of each investment advisor. It recommends to
the Board the amount of the Company's annual contribution to the Employee Stock
Ownership Plan. The Committee also recommends to the Board the appointment of
plan trustees and approves the appointment of investment advisors and
actuaries.
The Executive Committee acts for the Board of Directors upon matters
requiring action before the next Board meeting.
A description of the Compensation and Stock Incentive Committee's
responsibilities is set out on page 7.
The Board Organization Committee recommends to the Board qualifications for
new director nominees, candidates for nomination, the structure of Board
committees, the review of director performance and policies concerning
compensation and length of service. The Committee considers written
recommendations from stockholders concerning these subjects and suggests that
they be addressed to the Secretary of the Company. Recommendations for
director nominees should provide pertinent information concerning the
candidate's background and experience.
6
<PAGE> 8
NOMINATING PROCEDURES
The Company's Bylaws establish a procedure for the nomination of candidates
for election to the Board of Directors. Nominations may be made at an annual
meeting of stockholders pursuant to the Corporation's notice of meeting, by or
at the direction of the Board of Directors, or by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice,
who is entitled to vote at the meeting and who complied with the notice
procedures set forth. Notice of proposed stockholder nominations for election
of directors must also be given to the Secretary not less than 70 days nor more
than 90 days before the anniversary date of the last annual meeting for annual
meetings and not less than ten days after notice to stockholders for any
special meeting for the election of Directors. The notice must contain certain
information about each proposed nominee, including his/her age, business and
residence addresses and principal occupation, the number of shares of capital
stock of the Company beneficially owned by the nominee and such other
information as would be required to be included in a proxy statement.
Provision is also made for substitution of nominees should a designated nominee
be unable or unwilling to stand for election at the meeting. If the Chairman
of the meeting of stockholders determines that a nomination was not made in
accordance with these procedures, the nomination shall be void. The advance
notice requirement permits the Board to inform stockholders in a timely manner
about the qualifications of the proposed nominees.
OTHER MATTERS
At this time, the Company has no knowledge of any other matters to come
before the meeting for action by the stockholders. However, if any other
matters come before the meeting, it is the intention of the persons named in
the accompanying proxy to vote the proxy in accordance with their judgment.
COMPENSATION AND STOCK INCENTIVE COMMITTEE
The Compensation and Stock Incentive Committee ("Committee") is composed of
four independent outside directors. It is the Committee's responsibility to
assure that the Company's policies regarding executive compensation are
followed, to recommend changes to the policies, to recommend to the Board the
compensation of the Chief Executive Officer and of the President, to review
compensation plans for other executive officers and management personnel as
recommended by the Chief Executive Officer, and to administer the Company's
stock incentive plans.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Cook, Hallene and Haw and Ms. Rogala serve as members of the
Committee. No Committee member is an officer or former officer of the Company.
No Committee or board member has been or is an executive of another company on
whose board a Butler executive sits.
REPORT ON EXECUTIVE COMPENSATION
Following is the Compensation Committee's Report on the Company's
compensation policies and practices with respect to compensation for executive
officers.
COMPENSATION POLICIES APPLICABLE TO BUTLER'S EXECUTIVE OFFICERS. It is
the Company's policy that executive officers receive total compensation that is
appropriate in light of business unit and corporate performance, and the
executive's performance in achieving both annual and strategic goals and that
is competitive with compensation levels of companies of comparable type and
size. Each factor is considered in arriving at total compensation with
business unit performance given greater weight for business unit executives and
corporate performance for corporate executives.
7
<PAGE> 9
Because of the cyclical nature of the Company's business, the Committee's
policy is to conservatively manage fixed compensation and emphasize variable,
results-oriented compensation, to achieve a competitive total compensation
package for executives. The Committee considers total remuneration data on an
annual basis to ensure that the Company is appropriately aligned with the
market for executive talent. Companies with whom the Committee compares
compensation are companies in the same or related industry as the Company and
durable goods manufacturing companies of comparable size as surveyed and
reported by independent consulting organizations. While the Committee does not
attempt to set executive compensation at any particular competitive level,
survey data indicates that the Company's executive compensation is usually
below the midpoint of the compensation paid by such comparable companies.
The key elements of executive compensation are base salary, annual bonus
and stock options.
Base salaries for executives are set subjectively within salary ranges
which are established for each position based on the surveys mentioned above.
Factors typically considered by the Committee in setting base salaries are the
CEO's recommendation, individual performance, leadership, tenure and length of
time since the last salary adjustment.
The Company's executive officers are eligible for an annual incentive cash
bonus. Bonus amounts are discretionary and are based on corporate
affordability and on achievement of business unit and corporate pretax
operating earnings objectives. At the beginning of each year, threshold and
target levels of pretax operating earnings for the year are established for the
Company and each business unit. Normally, no bonus is awarded unless the
threshold level of pretax earnings is met. If the threshold level is met, the
Committee will consider bonuses ranging from 5 to 50% of annual base pay
depending on how close actual pretax operating earnings are to the established
targets. The Committee may also consider individual non-financial performance
in determining final amounts of any discretionary bonus awards.
Long-term incentives are provided exclusively through the grant of stock
options. Throughout its ninety-one year history, the Company has had a strong
tradition of employee stock ownership at all organizational levels. The belief
has been that employee stock ownership encourages close identity of interests
among shareholders, executives and operating personnel. Stock options are
granted at current market price so that executive rewards accrue only as
shareholder value increases. The Company believes that as a long-term
incentive the Company's stock price provides an appropriate yardstick by which
to measure and reward executive performance.
In setting executive compensation, the Committee takes into account a
number of other factors including pension benefits, supplemental retirement
benefits, insurance and other benefits, that are described in this Proxy
Statement.
Committee's Bases for the CEO's Compensation for 1993 Including the Factors and
Criteria Upon Which the CEO's Compensation Was Based. With respect to the
salary paid to Mr. West in 1993, the Committee took into consideration, in
addition to the factors mentioned above, the following: the annual salaries of
chief executive officers of the comparable companies described above; the
Company's return to, and level of, profitability in 1992; Mr. West's leadership
in setting and effecting the long term strategic growth of the Company; and the
fact that Mr. West's salary had not been changed since July 1, 1990.
8
<PAGE> 10
In 1993, the Company exceeded its threshold pretax operating earnings goal.
Based on these results, Mr. West was awarded a bonus of $80,000, as compared to
a bonus of $12,000 for 1992. In awarding this bonus, the Committee also
considered Mr. West's role in promoting the long-term strategic growth of the
Company and, in particular, the Company's good earnings recovery in a
continuing weak market.
This report is made over the name of each member of the Committee, namely
Robert E. Cook, Alan M. Hallene, C.L. William Haw and Judith A. Rogala.
SUMMARY COMPENSATION TABLE
The table below shows all plan and non-plan compensation awarded to, earned
by, or paid to the Company's Chief Executive Officer and its four most highly
compensated executive officers other than the CEO, for services rendered to the
Company and its subsidiaries during the periods indicated.
<TABLE>
<CAPTION>
LONG-TERM ALL OTHER
ANNUAL COMPENSATION COMPENSATION
NAME AND COMPENSATION STOCK OPTIONS ($)
------------
PRINCIPAL POSTION YEAR SALARY BONUS GRANTED (1) See Footnotes (2) & (3)
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert H. West 1993 $321,000 $80,000 None $4,622
Chairman of the 1992 $310,000 $12,000 None $4,715
Board and Chief 1991 $310,000 None 10,860
Executive Officer
Donald H. Pratt 1993 $251,000 $38,000 None $2,001
President 1992 $242,000 $10,000 None $2,033
1991 $242,000 None 12,670
Richard O. Ballentine 1993 $144,000 $20,000 None $3,386
Vice President, 1992 $140,000 $7,000 None $3,362
General Counsel, 1991 $140,000 None 3,620
and Secretary
John J. Holland 1993 $135,000 $34,000 None $2,191
Vice President- 1992 $130,000 $6,500 None $1,196
Finance 1991 $127,000 None None
Richard S. Jarman 1993 $180,000 $8,000 None $1,462
President, Bldgs. 1992 $175,000 $10,000 None $1,520
Division 1991 $175,000 None 6,335
</TABLE>
(1) - Amounts in this column show the number of shares of the Company's
common stock which may be purchased under stock options granted during
the specified year. All such options were granted at exercise prices
equal to the market value at the end of the day immediately preceding
the date of grant.
(2) - Consistent with applicable Securities and Exchange Commission rules,
amounts reported in the "All Other Compensation" column do not include
information for 1991.
(3) - Includes the amount of the Company's 1993 contribution to the Employee
Stock Ownership Plan Trust and forfeitures allocated to the named
executive officer's account. $1,498 and 4 shares were allocated to
Mr. West's account; $1,498 and 4 shares to Mr. Pratt's; $911 and 2
shares to Mr. Ballentine's; $896 and 2 shares to Mr. Holland's and
$1,153 and 3 shares to Mr. Jarman's. In addition, to make up for
federal tax law limitations on Company contributions
9
<PAGE> 11
to the ESOP on their behalf, Mr. Pratt's and Mr. West's deferred
compensation plan accounts were credited with $166 and $538
respectively for 1993.
_ Includes $228 for insurance premiums paid by the Company in 1993 with
respect to term life insurance for each named executive officer.
_ Includes the Company's 25% matching contribution for 1993 to the named
executive officer's account in the Butler Employees' Savings Trust (a
401(k) plan). $2,249 was allocated to Mr. West's account, $2,193 to
Mr. Ballentine's, and $1,013 to Mr. Holland's. The other executive
officers were not participants in the plan.
AGGREGATED OPTION/SAR EXERCISES AND
FISCAL YEAR-END OPTION/SAR VALUE TABLE
The following table sets out the number of exercised and unexercised
options and SARs and the value of all such in-the-money options and SARs held
by the named executive officers at December 31, 1993.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-The-Money
Shares Options and SARs Options and SARs
Name Acquired Value Realized (1) at December 31, 1993 at December 31, 1993 (1)
-------------------------------------------------------------------------------------
On Exercise Aggregate Annualized Exercisable Unexercisable Exercisable Unexercisable
(#) (2)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
R. H. West 1,846 $ 19,603 $ 2,178 218,066 0 $ 2,012,538 0
D. H. Pratt 30,770 $ 394,996 $ 113,583 33,907 13,333 $ 351,054 $ 138,330
R. Ballentine 3,620 $ 44,048 $ 4,405 19,337 3,333 $ 225,058 $ 34,580
J. H. Holland 7,240 $ 88,896 $ 8,890 13,907 3,333 $ 149,056 $34,580
R. S. Jarman 3,620 $ 50,206 $ 5,578 46,532 8,333 $ 531,674 $ 86,455
</TABLE>
(1) Reflects the amount by which the fair market value of Butler stock
exceeded (in the case of exercised options and SARs) or exceeds (in
the case of unexercised options and SARs) the option price. At
December 31, 1993, the Company's stock price was $27.125.
(2) Annualized over the period from grant to exercise.
PENSION PLAN TABLE
The following table shows estimated annual benefits payable upon retirement
at age 65 to salaried employees in the specified compensation and years of
service classifications. Average compensation generally means income reported
on Federal Income Tax withholding statements each year, including salary,
bonus, and other annual compensation reflected in the Summary Compensation
Table, but excluding relocation expenses, suggestion awards, and contributions
the Company makes to provide benefits under other employee benefit plans.
The average compensation is the employee's average compensation for the
five consecutive calendar years in which compensation is the highest during the
participant's entire completed calendar years of continuous employment.
Benefits are calculated on the assumption that the benefits will be payable
over the participant's lifetime and that no survivor benefits (which would
reduce the benefit shown) are to be paid. The benefits shown in the table are
subject to a deduction for the
10
<PAGE> 12
monthly income value of ESOP benefits. Average compensation and years of
credited service for the individuals named in the compensation table at
December 31, 1993 were: Mr. Ballentine, $142,919 and 19 years; Mr. Jarman,
$203,775 and 19 years; Mr. Pratt, $262,798 and 29 years; Mr. Holland, $133,899
and 14 years; and Mr. West, $318,182 and 25 years.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION FOR
YEARS OF CREDITED SERVICE
-------------------------
AVERAGE COMPENSATION 10 20 30 40
- -------------------- -- -- -- --
<S> <C> <C> <C> <C>
$ 115,000 $ 17,800 $ 35,600 $ 53,500 $ 71,800
150,000 23,600 47,200 70,800 95,000
200,000 31,800 67,700 95,500 128,000
250,000 40,100 80,200 120,300 161,000
300,000 48,300 96,700 145,000 194,000
350,000 56,600 113,200 169,800 227,000
400,000 64,800 129,700 194,500 260,000
</TABLE>
DEFERRED COMPENSATION PLAN
The Company has an executive deferred compensation plan that allows a small
number of senior executives (approximately 20) to defer up to 25% of their
annual compensation and up to 100% of any incentive pay. The amount deferred
is credited with interest at the end of each calendar year. Participants must
defer their compensation until their retirement, termination of employment or a
change in control of the Company (as defined) and may elect to take the balance
of their deferred cash account at the end of the deferral period in a lump sum
or in monthly payments. They must begin taking payments from their account no
later than age 70. Messrs. Ballentine, Jarman, and West participated in this
Plan in 1993.
CHANGE OF CONTROL EMPLOYMENT AGREEMENTS
The Company has Change of Control Employment Agreements with seven
executive officers, including Messrs Ballentine, Holland, Pratt and West. The
Agreements provide that upon a change of control (as defined in the
Agreements), the executive shall be entitled to receive until the third
anniversary of the change in control a base salary, annual cash bonuses and
other fringe benefits at the highest levels provided to the executive during
certain periods immediately preceding the change in control. Upon a
termination of the executive other than for cause, or upon the executive's
resignation for good reason (as defined) or resignation during a thirty (30)
day period following the first anniversary of the change of control, the
executive is entitled to receive a lump sum cash payment consisting of (a) the
executive's base salary through the date of termination, (b) a proportionate
bonus based upon the executive's annual bonus for the last three fiscal years,
(c) three times the sum of the base salary plus bonus the executive is entitled
to under the Agreement, (d) other accrued obligations, and (e) the difference
between the actuarial equivalent of the retirement benefit the executive would
receive if he remained employed for the Employment Period and the actuarial
equivalent of the executive's actual retirement benefit. In addition, for the
remainder of the Employment Period, the executive is entitled to continued
employee welfare benefits, including life and family health insurance. If any
payment to the executive, whether pursuant to the Agreement or otherwise would
be subject to the excise tax imposed by Section 4999 of the Internal Revenue
Code, then the executive shall be entitled to receive an additional payment
equal to the excise tax and other taxes with respect thereto. The Agreements
continue for a three year term with provision for automatic renewal. Benefits
are provided subsequent to the expiration of the Agreement if a change of
control occurs during the initial or any renewal term.
11
<PAGE> 13
PERFORMANCE GRAPH
The following line graph compares, for five years, beginning December 31,
1988, the yearly percentage change in the Company's cumulative total
shareholder return with the CRSP (Center for Research in Security Prices) Total
Return Index for the Nasdaq Stock Market (approximately 4000 stocks) and the
Media General "Other Building Material Group" index (approximately 39 stocks).
The graph assumes $100 invested at December 31, 1988 and reinvestment of
dividends.
The CRSP Nasdaq Stock Market index is a broad equity market index which
includes the Company. The Media General Other Building Material Group index is
an industry index published by Media General Financial Services which also
includes the Company. This index is only generally related to the Company's
markets. Two of the Company's direct competitors, NCI Building Systems, Inc.
and United Dominion Industries, Ltd. whose Varco-Pruden division competes with
the Company, are included, but American Buildings Company and CECO and Star
Buildings, a division of Robertson-CECO Corporation are not as they are either
privately held businesses or subsidiaries of more divesified businesses
included in different industry groups. Conversely, the Media General index
includes firms such as Armstrong World Industries, Inc., Owens Corning
Fiberglas Corporation and Republic Gypsum Company whose products do not compete
with the Company's.
VALUE OF $100 INVESTMENTS ASSUMING REINVESTMENT OF DIVIDENDS AT END OF YEAR
[PERFORMANCE GRAPH]
12
<PAGE> 14
BENEFICIAL OWNERSHIP TABLE
The following table sets forth information regarding beneficial ownership
of Butler common stock by all present directors and the named executive
officers. The table reports ownership as of February 1, 1994. Except as
indicated, no director or executive officer beneficially owns as much as one
percent of all outstanding Butler common Stock. The table also sets forth the
number of shares beneficially owned and the percentage of ownership of Butler
common stock by all directors and executive officers as a group and by each
person who was known by the Company to own beneficially as much as five percent
of the total outstanding shares of Butler common stock as of February 1, 1994.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL COMMON STOCK
STOCKHOLDER OWNERSHIP OWNED
----------- -------------- -----
<S> <C> <C>
Robert H. West (a) ................................................ 222,781 4.3%
Donald H. Pratt (b) ............................................... 52,423 1.0%
Harold G. Bernthal ................................................ 6,100
Robert E. Cook .................................................... 6,000
Robert L. Geddes................................................... 500
Alan M. Hallene ................................................... 2,400
C. L. William Haw ................................................. 9,000
George E. Powell, Jr............................................... 16,000
Judith A. Rogala................................................... 900
Richard O. Ballentine (c).......................................... 25,027
John J. Holland (d)................................................ 16,443
Richard S. Jarman (e).............................................. 53,167
All Directors and Executive Officers as a Group of 21(f) 534,800 10.4%
Trustee of Butler Manufacturing Company
Employee Stock Ownership Plan Trust (ESOP) (g)........ 815,384 15.8%
Ryback Management Corporation (h) ..................... 379,494 8.0%
FMR Corp. and Edward C. Johnson 3d(i)................... 604,400 12.7%
</TABLE>
For purposes of the table a person is deemed to be a beneficial owner of
shares if the person has or shares the power to vote or dispose of them, or if
the person has the right to acquire such power within sixty days through the
exercise of a stock option or otherwise ("stock acquisition rights").
Unless otherwise indicated in the footnotes below, each person had sole
voting and investment power over the shares listed under "Amount and Nature of
Beneficial Ownership" above. Percentage of ownership is calculated on the
basis of 4,753,439 shares outstanding at February 1, 1994, plus the number of
shares subject to stock acquisition rights for those persons and groups holding
such rights. The stockholders disclaim beneficial ownership in the shares
described in the footnotes as being "held by" or "held for the benefit of"
other persons.
13
<PAGE> 15
(a) Includes 207,206 shares subject to exercisable outstanding stock
options, 5,741 shares allocated to Mr. West's account under the ESOP and
479 shares held by a member of Mr. West's family. Mr. West shares no
voting and investment power with respect to the 479 shares.
(b) Includes 33,907 shares subject to exercisable outstanding stock
options and 4,782 shares allocated to Mr. Pratt's account under the ESOP.
(c) Includes 19,337 shares subject to exercisable outstanding stock
options, 2,941 shares allocated to Mr. Ballentine's account under the
ESOP and 60 shares held by a member of Mr. Ballentine's family.
Mr. Ballentine shares voting and investment power with respect to the 60
shares.
(d) Includes 13,907 shares subject to exercisable outstanding stock
options and 2,312 shares allocated to Mr. Holland's account under the
ESOP.
(e) Includes 46,532 shares subject to exercisable outstanding stock
options and 3,308 shares allocated to Mr. Jarman's account under the ESOP.
(f) Includes 172,531 shares subject to exercisable outstanding stock
options and 23,777 shares allocated to the accounts of officers under
the ESOP.
(g) The shares are held for the benefit of Plan participants. The amount
and percent do not include shares mentioned in the preceding footnotes
which are allocated to the accounts of officers. Under the Plan, the
trustee passes on to participants voting and permitted reinvestment
decisions as to allocated shares.
(h) Ryback Management Corporation is an investment advisor for Lindner
Fund, Inc., Lindner Dividend Fund and Lindner Investment Series who hold
the stock and who have shared voting and investment power with respect
to all of the 379,494 shares. The address of Ryback Management
Corporation is 7711 Corondelet Avenue, St. Louis, Missouri 63105.
(i) FMR Corp. is the owner of Fidelity Management Trust Company (a Bank
that beneficially owns 449,200 shares of the Company's Common Stock for
institutional accounts) and Fidelity Management Research Company [an
investment advisor to several investment companies (the "Funds") which
beneficially owns 155,200 shares]. FMR Corp. is controlled by the family
of Edward C. Johnson 3d who owns 34% of FMR Corp. and is chairman of FMR
Corp. FMR Corp. claims sole dispositive power with respect to 604,400
shares and sole voting power with respect to 461,500 shares. FMR Corp.
claims that the Funds have the sole power to vote 142,900 of the 604,400
shares. Edward C. Johnson claims sole dispositive power with respect to
604,400 shares. The address of FMR Corp. is 82 Devonshire Street,
Boston, Mass. 02109.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of KPMG Peat Marwick as
independent certified public accountants to audit the books, records and
accounts of the Company for 1994. The selection was made upon the
recommendation of the Audit Committee, which consists of Mr. Cook (chairman)
and Messrs. Bernthal, Geddes and Hallene. KPMG Peat Marwick has audited the
Company's books annually since 1952.
Representatives of KPMG Peat Marwick will be present at the stockholders
meeting. They will have the opportunity to make a statement and will be
available to respond to appropriate questions.
14
<PAGE> 16
PROXY SOLICITATIONS
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokers, banks or other persons for reasonable expenses in
sending proxy material to beneficial owners. Proxies may be solicited through
the mail and through telephonic or telegraphic communications to, or by
meetings with, stockholders or their representatives by present and former
directors, officers and other employees of the Company who will receive no
additional compensation therefor.
Stockholders who intend to present proposals for inclusion in the Company's
proxy statement for the next annual meeting of stockholders on April 18, 1995,
must forward them to the Company at BMA Tower (P.O. Box 419917), Penn Valley
Park, Kansas City, Missouri 64141-0917, Attention: Secretary, so that they are
received not earlier than January 19, 1995 or later than February 8, 1995.
By the Order of the Board of Directors
March 9, 1994 Richard O. Ballentine, Secretary
15
<PAGE> 17
APPENDIX
Photographs of Director nominees appear on page 3
and incumbent Directors on pages 4 and 5.
<PAGE> 18
[LOGO]
BUTLER MANUFACTURING COMPANY PROXY
P.O. BOX 419917, KANSAS CITY, MISSOURI 64141-0917
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Donald H. Pratt, George E. Powell, Jr. and Robert H.
West, or any of them, each with full power to appoint his substitute, proxies
to vote, in the manner specified below, all of the shares of common stock of
Butler Manufacturing Company, held by the undersigned at the Annual Meeting of
Stockholders to be held on April 19, 1994 or at any adjournment thereof.
1. Election of three Class B Directors - Nominees: ROBERT E. COOK, JUDITH A.
ROGALA, ROBERT J. REINTJES, SR.
[ ] FOR all Nominees. [ ] AUTHORITY WITHHELD from all Nominees.
[ ] FOR all nominees, except vote withheld for the following
Nominee(s):_________________________________________________________
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD
(See reverse side for matters to be voted on)
The undersigned has received the Company's Annual Report for 1993 and its Proxy
Statement. This Proxy is revocable and it shall not be voted if the
undersigned is present and voting in person. IF NO DIRECTION IS GIVEN WHEN THE
DULY EXECUTED PROXY IS RETURNED, THE SHARES WILL BE VOTED "FOR" ALL NOMINEES.
___________________________________________
Stockholder's Signature
___________________________________________
Stockholder's Signature
Dated______________________________________
(Please sign exactly as your name(s)
appear. All joint owners must sign;
executors, trustees, custodians, etc.
should indicate the capacity in which
they are signing.) PLEASE RETURN THE
PROXY PROMPTLY IN THE ACCOMPANYING
ENVELOPE.
<PAGE> 19
[LOGO]
INSTRUCTION CARD
INSTRUCTIONS TO: Boatmen's Trust Company of Kansas City, Trustee of the
Butler Manufacturing Company Employee Stock Ownership
Plan Trust, for voting at the Annual Meeting of Stockholders
of Butler Manufacturing Company on April 19, 1994.
Please vote the shares held by you for my account as specified below.
1. Election of three Class B Directors - Nominees: ROBERT E. COOK, JUDITH A.
ROGALA, ROBERT J. REINTJES, SR.
[ ] FOR all Nominees. [ ] AUTHORITY WITHHELD from all Nominees.
[ ] FOR all nominees, except vote withheld for the following
Nominee(s): ____________________________________________
2. In your discretion, you are authorized to vote upon such other business as
may properly come before the meeting.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD
(See reverse side for matters to be voted on)
The undersigned has received the Company's Annual Report for 1993 and its Proxy
Statement. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED INSTRUCTION CARD IS
RETURNED, THE SHARES WILL BE VOTED ON EACH BALLOT ITEM IN THE SAME PROPORTION
AS THE TRUSTEE HAS BEEN INSTRUCTED TO VOTE BY PARTICIPANTS GIVING VALID
INSTRUCTIONS.
___________________________________________
Participant's Signature
___________________________________________
Date
(Please complete, date and sign exactly
as your name appears. RETURN CARD
PROMPTLY IN ACCOMPANYING ENVELOPE.)
<PAGE> 20
[LOGO] BOATMEN'S 10th and Baltimore
TRUST COMPANY Post Office Box 419038
Kansas City, Missouri 64183
March 9, 1994
TO: Participants
BUTLER MANUFACTURING COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN TRUST (ESOP)
The shares shown on the enclosed instruction card are credited to your stock
account in the above Plan as of December 31, 1993. In accordance with the
terms of the Plan, each participant has the right to instruct the Trustee,
Boatmen's Trust Company of Kansas City, how these shares shall be voted. To
assist in that process, an Annual Report to Stockholders for 1993 and a proxy
statement for the meeting are either enclosed with this letter or have been
mailed to you as a Stockholder.
PLEASE USE THE ENCLOSED INSTRUCTION CARD TO INSTRUCT THE TRUSTEE HOW TO VOTE.
Please put your instruction card in the white envelope enclosed for your
convenience and deposit it in the place provided by your Human Resources
Department for transmittal to the Trustee. Your instruction card will be
furnished to the Trustee with the instructions of other participants. If you
prefer, you may mail your card directly to the Trustee in the enclosed
envelope. In any event, your voting instructions to the Trustee shall be kept
confidential and shall not be communicated to the Company or any director,
officer or employee of the Company or any affiliated company. If the card is
returned signed without direction or no card is received, the shares will be
voted in the same proportion as the Trustee has been instructed to vote by
participants giving valid instructions.
We suggest that you mail the instructions by March 30, 1994, to allow the
Trustee time to vote the shares according to your instructions.
The Company invites you to attend the Annual Meeting of Stockholders which will
be held in Kansas City, Missouri, at Atkins Auditorium, Nelson-Atkins Museum
of Art, 4525 Oak Street on April 19, 1994, at 10:00 a.m.
Cordially yours,
BUTLER MANUFACTURING COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN TRUST (ESOP)
Boatmen's Trust Company of Kansas City, Trustee
Enclosures
