<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
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] 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(e) (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: N/A
(2) Aggregate number of securities to which
transaction applies: N/A
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11: N/A (1)
(4) Proposed maximum aggregate value of transaction:
N/A
[ ] 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:
_____________
(1) Set 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 64l4l-0917
March 9, 1995
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 18, l995, beginning at l0:00
a.m., local time for the following purposes:
l. To elect three directors each for a three year term expiring
in 1998;
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, 1995, 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 1995 annual meeting of
stockholders on April 18, 1995, 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, 1995. 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, 1995, are entitled to vote at the meeting. As of February 21, 1995, there
were 4,904,254 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 C DIRECTORS
Nominees.
This year's annual meeting is being called primarily for the election
of three Class C Directors, each for terms of three years expiring at the
Annual Meeting of Stockholders for 1998. The terms of the other two classes of
directors do not expire until 1996 (Class A) and 1997 (Class B). Persons
elected as directors continue to hold office until their terms expire or until
their successors are elected and are qualified.
Each nominee is presently a director of the Company and has consented
to be named and to serve if elected. If for any reason any nominee 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.
Under the Company's Bylaws, directors are elected by a plurality of
the votes cast at the meeting for election of directors. Shares represented at
the meeting in person or by proxy but withheld or otherwise not cast for the
election of directors, including broker non-votes, will have no effect on the
outcome of the election.
2
<PAGE> 4
CLASS C NOMINEES
(Terms will expire 1998)
[Photo] ALAN M. HALLENE
Retired. Former President, Montgomery Elevator
International; Chairman of the Board Organization
Committee and member of the Audit Committee.
Hallene, age 66, has been a Director since
1979. He served as a director of Montgomery Elevator
Company from 1960 to 1994 and President, Montgomery
Elevator International from 1989 to his retirement in
November, 1994. 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.
[Photo] GEORGE E. POWELL, JR.
Chairman of the Board, Yellow Corporation; Member of
the Audit, Board Organization and Executive
Committees.
Powell, age 68, has been a Director since
1965. Mr. Powell has been Chairman of the Board of
Yellow Corporation, a freight transportation company,
and its predecessor, Yellow Freight Systems, Inc., of
Delaware, since 1968. He is President of Powell
Gardens, Inc., a trustee of Midwest Research
Institute and a Director of the Kansas City Symphony.
[Photo] ROBERT H. WEST
Chairman of the Board and Chief Executive Officer;
Chairman of the Executive Committee and member of the
Board Organization Committee.
West, age 56, 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.
3
<PAGE> 5
CLASS A DIRECTORS
(Terms expire 1996)
[Photo] HAROLD G. BERNTHAL
Chairman, CroBern, Inc., Member of the Board
Organization and Compensation and Benefits
Committees.
Bernthal, age 66, 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.
[Photo] C. L. WILLIAM HAW
President and Chief Executive Officer of National
Farms, Inc. Chairman of the Compensation and Benefits
Committee and a member of the Board Organization and
Executive Committees.
Haw, age 56, 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.
[Photo] DONALD H. PRATT
President; member of the Executive Committee.
Pratt, age 57, 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. He serves on the FFA Sponsors Advisory
Board.
4
<PAGE> 6
CLASS B DIRECTORS
(Terms expire 1997)
[Photo] ROBERT E. COOK
President and Chief Executive Officer of American
Yard Products, Inc.; Chairman of the Audit Committee
and member of the Compensation and Benefits
Committee.
Cook, age 51, 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.
[Photo] JUDITH A. ROGALA
Executive Vice President, Business Services Division,
Office Depot Inc.; Member of the Audit and
Compensation & Benefits Committees.
Rogala, age 53, a director since 1989, has
been Executive Vice President, Business Services
Division, Office Depot Inc. since June, 1994. From
1992 to 1994, she was the 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. 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.
[Photo] ROBERT J. REINTJES, SR.
President and Chief Executive Officer, Geo. P.
Reintjes Co., Inc.; Member of the Audit and
Compensation and Benefits Committees.
Reintjes, age 63, 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,
Midwest Research Institute, and Benedictine College.
He is Chairman of the Kansas City Crime Commission.
5
<PAGE> 7
Certain Information Concerning the Board and Its Committees
The Board has four standing committees: (1) the Audit Committee, (2)
the Executive Committee, (3) the Board Organization Committee, and (4) the
Compensation and Benefits Committee. In December, 1994, the former Pension
Committee and Compensation and Stock Incentive Committees were combined into a
new Compensation and Benefits 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 1994, the Board met 5 times and the various committees met as
follows: Compensation and Stock Incentive - 1 time; Audit - 2 times; Pension -
1 time; Compensation and Benefits - 1 time; Board Organization - 1 time; and
the Executive Committee had no meeting. Messrs. Bernthal, Cook, Reintjes,
Powell, Pratt and West attended 100% of the aggregate of all Board and
Committee meetings held during the year, Mr. Haw and Ms. Rogala 88% and Mr.
Hallene 67%.
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. Directors who
are employees of the Company 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 Executive Committee acts for the Board of Directors upon matters
requiring action before the next Board meeting.
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.
A description of the Compensation and Benefits Committee's
responsibilities is set out on Page 7.
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
6
<PAGE> 8
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 BENEFITS COMMITTEE
The Compensation and Benefits Committee ("Committee") was established
in December, 1994 and assumed the responsibilities of the former Compensation
and Stock Incentive Committee and Pension Committee. The Committee is composed
of five 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. The Committee also 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.
Compensation Committee Interlocks and Insider Participation
Messrs. Bernthal, Cook, Reintjes 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
7
<PAGE> 9
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.
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 60% 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-four 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 1994, Including the Factors
and Criteria Upon Which the CEO's Compensation Was Based. With respect to the
salary paid to Mr. West in 1994, 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 level of profitability in 1993; and Mr. West's leadership in setting
and effecting the long term strategic growth of the Company.
8
<PAGE> 10
In 1994, the Company exceeded its target pretax operating earnings
goal. Based on these results, Mr. West was awarded a bonus of $166,000, as
compared to a bonus of $80,000 for 1993. In awarding this bonus, the Committee
also considered Mr. West's role in promoting the long-term strategic growth of
the Company.
This report is made over the name of each member of the Committee,
namely Harold G. Bernthal, Robert E. Cook, C.L. William Haw, Robert J.
Reintjes, Jr., and Judith A. Rogala.
SUMMARY COMPENSATION TABLE
The table below shows all plan and non-plan compensation awarded to,
earned by, or paid to the Company's Chief Executive Officer and its four most
highly compensated executive officers other than the CEO, for services rendered
to the Company and its subsidiaries during the periods indicated.
<TABLE>
<CAPTION>
ANNUAL LONG-TERM ALL OTHER
COMPENSATION COMPENSATION COMPENSATION
NAME AND -------------------- STOCK OPTIONS ($)
PRINCIPAL POSITION YEAR SALARY BONUS GRANTED (1)
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert H. West 1994 $332,000 $166,000 None $296,710
Chairman of the 1993 $321,000 $80,000 None $4,622
Board and Chief 1992 $310,000 $12,000 None $4,715
Executive Officer
Donald H. Pratt 1994 $259,000 $130,000 None $202,070
President 1993 $251,000 $38,000 None $2,001
1992 $242,000 $10,000 None $2,033
Richard O. Ballentine 1994 $149,000 $75,000 None $21,419
Vice President, 1993 $144,000 $20,000 None $3,386
General Counsel, 1992 $140,000 $7,000 None $3,362
and Secretary
John J. Holland 1994 $149,000 $75,000 None $46,846
Vice President- 1993 $135,000 $34,000 None $2,191
Finance 1992 $130,000 $6,500 None $1,196
Richard S. Jarman 1994 $187,000 $75,000 None $225,408
President, Bldgs. 1993 $180,000 $8,000 None $1,462
Division 1992 $175,000 $10,000 None $1,520
</TABLE>
(1) - To offset its obligations under the Company's Supplemental
Retirement Benefit Plan for executives whose retirement benefit
cannot be fully funded through the Company's Base Retirement Plan
for Salaried Employees, the Company has agreed to pay the premiums
for policies of split dollar life insurance on the lives of such
executives. Included in this column is the value of premiums paid
in 1994 for Mr. West of $292,000, for Mr. Pratt of $198,000, for
Mr. Ballentine of $18,000, for Mr. Holland of $44,000 and for Mr.
Jarman of $224,000.
- Includes the amount of the Company's 1994 contribution to the
Employee Stock Ownership Plan Trust and forfeitures allocated to
the named executive officer's account. $2,157 and one share were
allocated to Mr. West's account; $1,552 and one share to Mr.
Pratt's; $866 and one share to Mr. Ballentine's; and $775 and one
share to Mr. Holland's and Mr. Jarman's accounts.
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<PAGE> 11
- Includes $210 for insurance premiums paid by the Company in 1994
with respect to term life insurance for each named executive
officer.
- Includes the Company's 25% matching contribution for 1994 to the
named executive officer's account in the Butler Employees' Savings
Trust (a 401(k) plan). $2,310 was allocated to Mr. West's account,
$2,275 to Mr. Pratt's, $2,310 to Mr. Ballentine's, $1,828 to Mr.
Holland's and $390 to Mr. Jarman's.
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 the value of all such in-the-money options held by the named
executive officers at December 31, 1994. The Company has no Stock Appreciation
Rights (SARs) outstanding.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options In-The-Money Options
Shares Value Realized (1) at December 31, 1994 at December 31, 1994 (1)
Name Acquired ------------------------ --------------------------------- ---------------------------------
On Exercise Aggregate Annualized Exercisable Unexercisable Exercisable Unexercisable
(#) (2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
R. H. West 68,012 $ 742,455 $148,860 150,054 0 $ 2,208,055 $0
D. H. Pratt 23,000 $ 171,769 $ 30,336 24,240 0 $ 399,960 $0
R. Ballentine 7,328 $ 88,734 $ 14,702 13,465 0 $ 247,158 $0
J. H. Holland 2,000 $ 32,720 $ 3,636 15,240 0 $ 257,261 $0
R. S. Jarman 0 $ 0 $ 0 54,865 0 $ 954,177 $0
</TABLE>
(1) Reflects the amount by which the fair market value of Butler stock
exceeded (in the case of exercised options) or exceeds (in the case
of unexercised options) the option price. At December 31, 1994, the
Company's stock price was $33.25.
(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 but excluding relocation expenses,
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 monthly income value of ESOP benefits and of the
cash value or death benefits of split dollar life insurance, if any. Average
compensation and years of credited service for the individuals named in the
compensation table at December 31, 1994 were: Mr. Ballentine, $154,858 and 20
years; Mr. Jarman, $205,824 and 20 years; Mr. Pratt, $269,261 and 30 years; Mr.
Holland, $147,248 and 15 years; and Mr. West, $350,196 and 26 years.
10
<PAGE> 12
<TABLE>
<CAPTION>
Estimated Annual Pension for
Years of Credited Service
------------------------------------------------------------------
Average Compensation 10 20 30 40
- -------------------- -- -- -- --
<S> <C> <C> <C> <C>
$115,000 $ 17,600 $ 35,200 $ 52,900 $ 71,200
150,000 23,400 46,800 70,200 94,300
200,000 31,600 63,300 94,900 127,300
250,000 39,900 79,800 119,700 160,300
300,000 48,100 96,300 144,400 193,300
350,000 56,400 112,800 169,200 226,300
400,000 64,600 129,300 193,900 259,300
450,000 72,900 145,800 218,700 292,300
</TABLE>
Deferred Compensation Plan
The Company has an executive deferred compensation plan that allows a
small number of senior executives (approximately 18) 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 a specified date, 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. West,
Ballentine, and Jarman participated in this Plan in 1994.
Change of Control Employment Agreements
The Company has Change of Control Employment Agreements with six 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,
1989, 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 41 stocks).
The graph assumes $100 invested at December 31, 1989 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. Three of the Company's direct competitors, American Buildings
Company, NCI Building Systems, Inc. and United Dominion Industries, Ltd. whose
Varco-Pruden division competes with the Company, are included, but CECO and
Star Buildings, a division of Robertson-CECO Corporation are not. 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
[GRAPH]
<TABLE>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Butler $100.0 $78.3 $ 61.6 $ 78.3 $157.3 $193.9
Nasdaq $100.0 $84.9 $136.3 $158.6 $180.9 $176.9
Media General $100.0 $67.6 $ 85.2 $106.0 $130.4 $115.2
</TABLE>
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, 1995. 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, 1995.
<TABLE>
<CAPTION>
Amount and Nature Percent of
of Beneficial Common Stock
Stockholder Ownership Owned
----------- ----------------- ------------
<S> <C> <C>
Robert H. West (a) ................................................ 145,543
Donald H. Pratt (b) ............................................... 38,550
Harold G. Bernthal ............................................... 6,100
Robert E. Cook .................................................... 6,000
Alan M. Hallene ................................................... 2,400
C. L. William Haw ................................................. 4,000
George E. Powell, Jr. ............................................. 16,000
Robert J. Reintjes, Sr. ........................................... 1,360
Judith A. Rogala .................................................. 900
Richard O. Ballentine (c) ......................................... 18,276
John J. Holland (d) ............................................... 17,777
Richard S. Jarman (e) ............................................. 61,501
All Directors and Executive Officers as a Group of 23 (f)......... 473,444 9.1%
Trustee of Butler Manufacturing Company
Employee Stock Ownership Plan Trust (ESOP) (g)................... 730,826 14.0%
Ryback Management Corporation (h) ................................. 379,494 8.2%
FMR Corp. and Edward C. Johnson 3d (i)............................. 586,500 11.7%
</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 4,884,144 shares outstanding at February 1, 1995, 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 123,848 shares subject to exercisable outstanding stock options,
5,742 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 24,240 shares subject to exercisable outstanding stock options
and 4,783 shares allocated to Mr. Pratt's account under the ESOP.
(c) Includes 13,465 shares subject to exercisable outstanding stock options,
2,942 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 15,240 shares subject to exercisable outstanding stock options
and 2,313 shares allocated to Mr. Holland's account under the ESOP.
(e) Includes 54,865 shares subject to exercisable outstanding stock options
and 3,309 shares allocated to Mr. Jarman's account under the ESOP.
(f) Includes 338,708 shares subject to exercisable outstanding stock options
and 32,931 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 report sole 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 420,200 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 own 131,300 shares]. Fidelity Management Research Company
is also a sub-advisor to Fidelity American Special Situations Trust
("FASST") whose advisor is a subsidiary of Fidelity International Limited
("FIL"). FASST reports ownership of an additional 17,300 shares of the
Company's Common Stock. FMR Corp. reports that it is controlled by the
family of Edward C. Johnson 3d. Mr. Johnson is Chairman of FMR Corp.
and reports ownership of 24.9% of FMR Corp. FMR Corp. and Edward C.
Johnson claim sole voting and dispositive power with respect to 551,200
shares of the 568,500 reported shares. FIL and FMR Corp. report sole
power to vote and dispose of the remaining 17,300 shares held by FASST.
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 1995. The selection was made upon the
recommendation of the Audit Committee, which consists of Mr. Cook (chairman)
and Messrs. Hallene, Powell and Reintjes and Ms. Rogala. 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
16, 1996, 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 14, 1996 or later than February 6,
1996.
By the Order of the Board of Directors
March 9, 1995 Richard O. Ballentine, Secretary
15
<PAGE> 17
APPENDIX
Photographs of Director nominees appear on page 3
and incumbent Directors on pages 4 and 5.
16
<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 18, 1995 or at any adjournment thereof.
1. Election of three Class C Directors - Nominees: ALAN M. HALLENE, GEORGE
E. POWELL, JR., ROBERT H. WEST
[ ] 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 1994 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, 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 18, 1995.
Please vote the shares held by you for my account as specified below.
1. Election of three Class C Directors - Nominees: ALAN M. HALLENE, GEORGE
E. POWELL, JR., ROBERT H. WEST
[ ] 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 1994 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, 1995
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, 1994. In accordance with the terms
of the Plan, each participant has the right to instruct the Trustee, Boatmen's
Trust Company, how these shares shall be voted. To assist in that process, an
Annual Report to Stockholders for 1994 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 29, 1995, 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 18, 1995, at 10:00 a.m.
Cordially yours,
BUTLER MANUFACTURING COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
(ESOP)
Boatmen's Trust Company, Trustee
Enclosures
