SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 14, 1999
BUTLER NATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-1678 41-0834293
(State of incorporation)(Commission File Number) (I.R.S. Employer
Identification No.)
11920 West 161st Street, Olathe, Kansas 66062
(Address of Principal Executive Office)(Zip Code)
Registrant's telephone number, including area code: (913) 780-9595
Former Name, former address and former fiscal year if changed since last
report:
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Item 5. Other Matters
Butler National Corporation reported that on May 4, 1999, the Board of
Directors determined that the interests of the shareholders would be best
served by distributing the common stock of its Indian Gaming Subsidiary
("IGS") to the shareholders. See exhibit 99.
Item 7. Financial Statements and Exhibits
a. Exhibit
99 Press Release dated May 14, 1999
<PAGE>
Signatures
Pursuant to the requirements of the Securities & Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto authorized.
Butler National Corporation
(Registrant)
May 14, 1999 /S/Clark D. Stewart
(Date) Clark D. Stewart
President and Chief Executive Officer
May 14, 1999 /S/Robert E. Leisure
(Date) Robert E. Leisure
Chief Financial Officer
Exhibit 99
FOR IMMEDIATE RELEASE May 14, 1999
Butler National Corporation (OTCBB - BUKS) Plans to Distribute Indian
Gaming Operations to Shareholders
(OLATHE, KS) May 14, 1999 - Butler National Corporation reported that on May
4, 1999, the Board of Directors determined that the interests of the
shareholders would be best served by distributing the common stock of its
Indian Gaming Subsidiary ("IGS") to the shareholders.
Highlights of the report include:
As discussed at the Annual Meeting of the Shareholders and as reported from
time-to-time over the past few years in its Annual Reports on Form 10-K, the
Company has planned to separate the business segments for a number of business
reasons including:
1. Allow the management of each business to focus solely on that
business segment.
2. Provide future incentives to the employees directly related to the
profitable operation of the business segment.
3. Enhance the access to financing by allowing the financial community
to focus on the business activities and opportunities of the
business segment.
SEC Rule 10b-17 Information:
The Company plans to distribute the IGS common stock to the
shareholders of record owning Butler National Corporation $0.01 Common Stock
at the close of business on May 24, 1999 (the "Shareholders").
The shares of the IGS are planned to be distributed to the
Shareholders at a ratio of one share of the common stock of the IGS for each
share of Butler National Corporation owned at the close of business on May 24,
1999.
An Information Statement and the shares of the IGS are expected to be
distributed to the Shareholders on or before July 31, 1999.
The Company has owned the IGS for over five years, has reported the
operations as a separate business segment for over five years in its Annual
Report on Form 10-K and expects the distributed shares to be unrestricted and
tradeable upon filing of the Information Statement, a Form 10 with the SEC and
distribution of the shares.
The Company believes the distribution will be tax-free but the Company
will not seek an Internal Revenue Service ruling on the matter.
Management Comments:
"The dynamics of the Gaming company are very different from Butler National's
other businesses including it markets, products, and investment requirements.
We believe that by taking the strategic step to operate separately, and by
allowing each company to focus on its on businesses and markets we can unlock
greater value for each of these businesses and the shareholders of Butler
National and enhance their ability to achieve their full potential. With this
separation, investors will be able to focus on the specific growth, market,
and value creation characteristics of each company," commented Clark D.
Stewart, President of the Company.
Our Business:
Butler National Corporation operates in the aerospace and services business
segments. The Services segment includes electronic monitoring of water pumping
stations, temporary employee services, Indian gaming management services and
administrative management services. Aerospace includes the manufacture of
airborne electronic switching equipment for Boeing (McDonnell Douglas) and
structural modification of business aircraft.
Forward Looking Information:
The information set forth above may include "forward-looking" information as
outlined in the recently enacted Private Securities Litigation Reform Act of
1995. The Cautionary Statements filed by the Company as Exhibit 99 of its
FORM 10-Q filing are incorporated herein by reference and investors are
specifically referred to such Cautionary Statements for a discussion of
factors which could affect the Company's operations and forward-looking
statements contained herein.
FOR MORE INFORMATION, OR FOR A COMPLETE COPY OF BUTLER NATIONAL'S LATEST 10-Q,
CONTACT:
William A. Griffith, Investor Relations Phone (913) 780-9595
Butler National Corporation Fax (913) 780-5088
19920 West 161st Street
Olathe, KS 66062
