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Registration No.333-02285
As filed with the Securities and Exchange Commission on April 5, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
POST EFFECTIVE AMDENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BUTLER MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 48-0188420
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
BMA Tower, Penn Valley Park (P.O. Box 419917), Kansas City, Missouri 64141-0917
(816) 968-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
EMPLOYEE SAVINGS TRUSTS
John H. Calvert, Esq.
Lathrop & Gage L.C.
2345 Grand Avenue, Suite 2600
Kansas City, MO 64108
(816) 472-3220
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Richard O. Ballentine
Vice President, General Counsel and Secretary
Butler Manufacturing Company
BMA Tower, Penn Valley Park
(P.O. Box 419917)
Kansas City, Missouri 64141-0917
(816) 968-3206
Adding Exhibits 5.(a) and 23(c)
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PART II
This Amendment No. 1 to the Registration Statement is being filed
to add exhibits 5.(a) and 23(c).
Item 8. Exhibits
(a) Exhibits to this Amendment No. 1 to the Registration
Statement are listed on the Exhibit Index.
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SIGNATURES
Pursuant to requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Kansas City, State of Missouri, on this 5th day of April, 1996.
BUTLER MANUFACTURING COMPANY
s/Richared O. Ballentine
By _______________________________
Richard O. Ballentine
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
the following persons in the capacities and on the dates indicated by Richard
O. Ballentine, their attorney-in-fact in accordance with the power of
attorney filed with the Registration Statement.
Name Title Date
s/Robert H. West
___________________________ Chairman of the Board Principal April 5, 1996
Robert H. West Executive Officer and Director)
By Richard O. Ballentine
Attorney-In-Fact
s/John H. Holland
___________________________ Vice President - Finance April 5, 1996
John J. Holland (Principal Financial Officer),
By Richard O. Ballentine
Attorney-In-Fact
s/John T. Cole
__________________________ Controller (Principal April 5, 1996
John T. Cole Accounting Officer)
By Richard O. Ballentine
Attorney-In-Fact
s/C.L. William Haw
___________________________ Director April 5, 1996
C.L. William Haw
By Richard O. Ballentine
Attorney-In-Fact
s/George E. Powell
___________________________ Director April 5, 1996
George E. Powell
By Richard O. Ballentine
Attorney-In-Fact
s/Donald H. Pratt
___________________________ Director April 5, 1996
Donald H. Pratt
By Richard O. Ballentine
Attorney-In-Fact R-2
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s/Robert J. Reintjes
___________________________ Director April 5, 1996
Robert J. Reintjes, Sr.
By Richard O. Ballentine
Attorney-In-Fact
Pursuant to the requirements of the Securities Act of 1933,
the Chairman of the Administrative Committee of each of the Plans have
duly caused this Amendment No. 1 to registration statement to be signed on
the behalf of each Plan by the undersigned, thereunto duly authorized,
in the City of Kansas City, State of Missouri, on this 5th day of April,
1996 by his attorney in fact, Richard O. Ballentine.
BUTLER EMPLOYEE SAVINGS TRUST
s/Robert H. West
By___________________________
Robert H. West, Chairman of the
Administrative Committee
By Richard O. Ballentine
Attorney-In-Fact
BIRMINGHAM HOURLY EMPLOYEE SAVINGS TRUST
s/Robert H. West
By___________________________
Robert H. West, Chairman of the
Administrative Committee
By Richard O. Ballentine
Attorney-In-Fact
GALESBURG HOURLY EMPLOYEE SAVINGS TRUST
s/Robert H. West
By___________________________
Robert H. West, Chairman of the
Administrative Committee
By Richard O. Ballentine
Attorney-In-Fact
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Exhibit Index
5(a) Legal Opinion of Lathrop & Gage L. C.
23(c) The consent of Lathrop & Gage L.C. is incorporated by reference
to the consent expressed in Exhibit 5(a).
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Exhibit 5(a)
LAW OFFICES
LATHROP & GAGE L.C.
A LIMITED LIABILITY COMPANY
2345 GRAND BOULEVARD, SUITE 2600
KANSAS CITY, MISSOURI 64108-2684
(816) 292-2000
LATHROPLAW BBS: (816) 472-3378
JOHN H. CALVERT, DIRECT DIAL: FAX NUMBERS:
816-472-3220 MISSOURI (816) 421-0500
Internet Address: KANSAS (913) 451-0875
[email protected]
Compuserve Address:
72741,3656
KANSAS OFFICE
1050/40 CORPORATE WOODS
9401 INDIAN CREEK PARKWAY
OVERLAND PARK, KANSAS 66210-2007
(913) 451-0820
April 4, 1996
Butler Manufacturing Company
BMA Tower, Penn Valley Park
P.O. Box 419917
Kansas City, Missouri 64141
Ladies and Gentlemen:
This relates to the legality of the interests in the Butler Employee
Savings Trust, Birmingham Hourly Employee Savings Trust
and the Galesburg Hourly Employee Savings Trust (the "Plans")
sponsored by Butler Manufacturing Company (the "Company") and of
the shares of Common Stock of the Company to be distributed
pursuant to the Plans, which interests and shares of Common Stock
you are seeking to register with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as
amended on Form S-8 (the "Registration Statement").
We have acted as counsel to the Company and the Plans in
connection with the adoption of the Plans, the incorporation of the
Company, the authorization and issuance of the Company's Common
Stock and the registration of shares of Common Stock of the Company
and of interests in the Plans under the Registration Statement.
In rendering the opinions hereinafter expressed, we have
examined and relied upon such records, documents, instruments,
certificates of public officials, and certificates of officers of
the Company, as we have deemed appropriate, including the Registra-
tion Statement, the Plans, certified resolutions authorizing the
Plans, and copies of the Articles of Incorporation and Bylaws of
the Company.
Our opinions below are limited to the matters expressly set
forth in this opinion letter, and no opinion is to be implied or
may be inferred beyond the matters expressly so stated.
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We disclaim any obligation to update this opinion letter for
events occurring after the date of this opinion letter.
Our opinions below are limited to the effect of the laws of
the state of Missouri, the Delaware General Corporation Law and the
April 4, 1996
Page 2
Federal laws of the United States. We express no opinion with
respect to the effect of the laws of any other jurisdiction on the
transactions contemplated by the Registration Statement, the
prospectus under the Registration Statement or the Plans.
Based on the foregoing, it is our opinion that:
(1) the Plans have been duly adopted by the Company;
(2) the interests in the Plans if issued pursuant to the
provisions thereof will be legally issued;
(3) if shares of Common Stock of the Company heretofore
issued and outstanding shall be purchased by the Trustee under the
Plans and distributed to the participants in the Plans pursuant to
the provisions thereof, the said shares of Common Stock will be
legally issued, validly outstanding, and fully paid and
non-assessable; and
(4) if authorized but previously unissued shares of Common
Stock of the Company or issued shares of Common Stock that are held
by the Company in its treasury shall be issued by the Company to
the Trustee for the Plans, the issuance of which to the Trustee in
accordance with the provisions of the Plans shall have been
properly authorized by the Board of Directors of the Company, the
purchase price or other lawful consideration therefor shall be duly
provided to the Company and the said shares shall be distributed to
the participants in the Plans pursuant to the provisions thereof,
the said shares of Common Stock will be legally issued, validly
outstanding, and fully paid and non-assessable.
We hereby consent to be named, in the Registration Statement,
and amendments thereto, by which the securities to be issued
pursuant to the Plans are registered with the Securities and
Exchange Commission, and in any prospectus relating to the Plans,
as counsel for the Company who has passed upon the legality of the
securities registered thereby. We further consent to the filing of
this opinion as an exhibit to the registration statement.
Very truly yours,
LATHROP & GAGE L.C.
By: s/John H. Calvert
John H. Calvert
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