SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12
BUTLER MANUFACTURING COMPANY
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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paid previously. Identify the previous filing by registration statement
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
BUTLER MANUFACTURING COMPANY
1540 Genessee
(P.O. Box 419917)
Kansas City, Missouri 64102
March 13, 2003
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
To the Stockholders:
The Annual Meeting of Stockholders of Butler Manufacturing Company will be
held at the City Stage Theater, Union Station Kansas City, 30 West Pershing
Road, Kansas City, Missouri,* on Tuesday, April 15, 2003, beginning at 9:30
a.m., local time for the following purposes:
l. To elect three directors, each for a three year term expiring in 2006;
and
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 19, 2003, will be entitled to vote at the meeting or any
adjournment thereof. A list of stockholders of the Company as of the close of
business on February 19, 2003, will be available for inspection during business
hours from April 3, 2003, through the close of business on April 14, 2003, at
the Company's offices at 1540 Genessee, Kansas City, Missouri and will also be
available at the meeting.
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,
John J. Holland
Chairman of the Board
John W. Huey
Vice President, General Counsel and Secretary
NOTE
A reception will precede the
Stockholder's meeting commencing at
8:45 a.m. in the Lobby of the City Stage Theater,
Union Station Kansas City.
*Three hours free parking is available in "The Yards" parking lot at the west
end, lower level of Union Station.
PROXY STATEMENT
This Proxy Statement is being furnished in connection with the solicitation
of proxies for use at the Company's Annual Meeting of Stockholders on April 15,
2003, 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
on or about March 13, 2003. 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 19,
2003, are entitled to vote at the meeting. As of February 19, 2003, there were
6,328,051 shares of common stock outstanding, each share being entitled to one
vote. As of February 19, 2003, no shares of Class A or Class 1 Preferred Stock
were issued.
Stockholders representing a majority of the common stock outstanding and
entitled to vote must be present or represented by proxy in order to constitute
a quorum to conduct business at the meeting. The only matter to be submitted to
the stockholders at the meeting is the election of three directors. If any other
matters are properly brought before the meeting, the enclosed proxy grants
discretionary authority to the persons named in the proxy to vote the shares in
their best judgment.
YOU ARE SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS TO SIGN, DATE AND
RETURN THE PROXY CARD IN THE ACCOMPANYING ENVELOPE, which is postage-paid if
mailed in the United States.
Abstentions and broker non-votes will be counted as present for purposes of
determining the existence of a quorum at the Annual Meeting. Abstentions will be
treated as shares present and entitled to vote for purposes of any matter
requiring the affirmative vote of a majority or other proportion of the shares
present and entitled to vote. With respect to any matter brought before the
Annual Meeting requiring the affirmative vote of a majority or other proportion
of the outstanding shares, an abstention or non-vote will have the same effect
as a vote against the matter being voted upon.
You may revoke your proxy at any time before it is actually voted at the
Annual Meeting by (i) delivering written notice of revocation to the Secretary
of the Company, (ii) submitting a subsequently dated proxy, or (iii) attending
the meeting and withdrawing the proxy. Each unrevoked proxy card properly
executed and received prior to the close of the voting will be voted as
indicated. Where specific instructions are not indicated, the proxy will be
voted FOR the election of all directors as nominated.
ELECTION OF CLASS B DIRECTORS
NOMINEES
The Company's Board of Directors currently consists of members serving
staggered three-year terms. Three Class B Directors are to be elected at this
year's Annual Meeting, each for terms of three years expiring at the Annual
Meeting of Stockholders for 2006. The terms of the other two classes of
directors do not expire until 2004 (Class C) and 2005 (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. All
nominees are current directors. 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.
VOTING
By checking the appropriate box on your proxy card you may (i) vote for all
of the director nominees as a group; (ii) withhold authority to vote for all
director nominees as a group; or (iii) vote for all director nominees as a group
except those nominees you identify in the line provided for that choice. The
three nominees for director who receive the highest number of votes cast will be
elected as directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING NOMINEES.
1
CLASS B NOMINEES
(TERMS WILL EXPIRE 2006)
MARK A. MCCOLLUM
[PHOTO] Senior Vice President and Chief Financial Officer,
Tenneco Automotive Inc.
McCollum, age 44, was elected a Director in
January 2003. Mr. McCollum joined Tenneco Automotive
in April 1998 and has served as Chief Financial
Officer since June 1999. Tenneco Automotive is a
global automotive parts company. Previously he served
in various capacities for Tenneco Inc., including
Vice President, Financial Analysis and Planning, and
Corporate Controller. Mr. McCollum spent 14 years
with the international public accounting firm of
Arthur Andersen LLP, serving as an audit and business
advisory partner of the company's worldwide
partnership from 1991 to December 1994.
GARY L. TAPELLA
[PHOTO] President and Chief Executive Officer, Rheem
Manufacturing Company; Chairman of the Governance
Committee and Member of the Compensation and Benefits
Committee.
Tapella, age 59, has been a Director since 1998.
He has been President and Chief Executive Officer of
Rheem Manufacturing Company since 1991 and Chairman
since 2002. He has been with Rheem since 1968 serving
in various domestic and international operations.
Rheem is a manufacturer of residential and commercial
central air conditioners, gas and electric furnaces
and water heaters. He is Chairman Emeritus of the Gas
Appliance Manufacturers Association (GAMA), an
Executive Committee member and past Chairman of the
Air Conditioning and Refrigeration Institute (ARI)
and past Chairman of ARI's International Committee.
WILLIAM D. ZOLLARS
[PHOTO] Chairman, President and Chief Executive Officer,
Yellow Corporation; Member of the Audit and
Compensation and Benefits Committees.
Zollars, age 55, has been a Director since 2000.
He has been Chairman, President and Chief Executive
Officer of Yellow Corporation since November 1999.
Previously, he was President of Yellow
Transportation, Inc. from 1996 through November,
1999. Yellow Corporation is a transportation services
company serving North America and, through alliances,
Europe, the Asia/Pacific region and South and Central
America. From 1994 to 1996 he was Senior Vice
President of Ryder Integrated Logistics, a division
of Ryder Systems, Inc., and from 1969 to 1993 was
with Eastman Kodak. He is a director of ProLogis and
Rogers Group, Inc., and also serves as a director of
the National Association of Manufacturers, the Civic
Council of Greater Kansas City, Heart of America
United Way and the University of Kansas Medical
Center.
2
CLASS C DIRECTORS
(TERMS EXPIRE 2004)
K. DANE BROOKSHER
[PHOTO] Chairman and Chief Executive Officer, ProLogis;
Chairman of the Compensation and Benefits Committee
and Member of the Audit Committee.
Brooksher, age 64, has been a Director since
1999. He has been Chairman, Trustee and Chief
Executive Officer of ProLogis since 1999. He joined
ProLogis in 1993 as Co-Chairman, Trustee and Chief
Operating Officer. ProLogis is a U.S. based real
estate investment trust specializing in the
acquisition, development, marketing, operation and
ownership of distribution facilities and services
worldwide. From 1961 to 1993, he was with KPMG Peat
Marwick, last serving, prior to retirement, as the
Midwest Area Managing Partner and Chicago Office
Managing Partner. He also served on the KPMG Peat
Marwick Board of Directors and Management Committee.
Mr. Brooksher also serves on the Board of Advisors of
the J. L. Kellogg Graduate School of Management at
Northwestern University.
SUSAN F. DAVIS
[PHOTO] Corporate Vice President, Human Resources, Johnson
Controls, Inc.; Member of the Governance and
Compensation and Benefits Committees.
Davis, age 49, has been a Director since 2000.
She has been Corporate Vice President, Human
Resources of Johnson Controls, Inc. since 1994.
Johnson Controls manufactures automobile batteries,
interior trim, seating products and automotive
interior systems, and designs, manufactures, installs
and services automated control systems for
nonresidential buildings. She has been with Johnson
Controls since 1983. Ms. Davis is also a director of
Quanex Corporation.
RONALD E. RUTLEDGE
[PHOTO] President and Chief Operating Officer.
Rutledge, age 61, became a Director in November
2001. He joined Butler in 1984 as President of the
Vistawall Architectural Products Group, was elected
Executive Vice President in April 2001 and President
in November 2001. He is a director of Labconco
Corporation and the Kansas City Council for the Boy
Scouts of America, as well as a past director of the
Terrell, Texas Chamber of Commerce and the Terrell
State Bank.
3
CLASS A DIRECTORS
(TERMS EXPIRE 2005)
GARY M. CHRISTENSEN
[PHOTO] Retired President and Chief Executive Officer, Pella
Corporation; Chairman of the Audit Committee and
Member of the Compensation and Benefits Committee.
Christensen, age 59, has been a Director since
1999. He was President and Chief Executive Officer of
Pella Corporation from 1996 until his retirement in
2002. Pella Corporation manufactures wood windows and
doors. He joined Pella in 1990 as Senior Vice
President, Sales and Marketing and was named
President and Chief Operating Officer in 1994. From
1980 to 1990 he was a marketing executive for General
Electric and from 1971 to 1980 was with Trane
Corporation. He is a retired director of Pella
Corporation and Brenton Banks Holding Company, a
current director of Hon Corporation and is an
emeritus member of the Policy Advisory Board, Harvard
Joint Center for Housing Studies, and of the Iowa
Business Council.
C. L. WILLIAM HAW
[PHOTO] Owner, Haw Ranches; Member of the Governance and
Audit Committees.
Haw, age 64, has been a Director since 1983. He
served as the President and Chief Executive Officer
of National Farms, Inc., a diversified agricultural
production company, from 1974 until 2002. He is also
an advisory director of Commerce Bank of Kansas City,
N.A.
JOHN J. HOLLAND
[PHOTO] Chairman and Chief Executive Officer.
Holland, age 52, became a Director in January
1999. He joined Butler in 1980, became Vice
President-Controller in 1986, Vice President-Finance
in 1990, Executive Vice President in 1998, President
and Chief Executive Officer in 1999 and was elected
Chairman and Chief Executive Officer in November
2001. Mr. Holland is a director of Cooper Tire and
Rubber Company, The Commerce Funds, and SCS
Transportation, Inc. He also serves as a director of
the National Association of Manufacturers and the
Greater Kansas City Chamber of Commerce.
4
CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors has three standing committees: (1) the Audit
Committee, (2) the Governance Committee, formerly known as the Board Governance
Committee, and (3) the Compensation and Benefits Committee. Effective January
21, 2003, the Board of Directors voted to abolish the Executive Committee. All
committees consist of non-employee directors.
The Governance Committee, formerly the Board Governance Committee,
recommends to the Board of Directors 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 under "COMPENSATION AND BENEFITS COMMITTEE", and a
description of the Audit Committee's responsibilities is set out under "AUDIT
COMMITTEE".
During 2002, the Board of Directors met five times and the various
committees met as follows: Compensation and Benefits - three times; Audit -
three times; Governance - one time. The Executive Committee did not meet. All
current directors attended at least 95% of meetings of the Board and Board
Committees on which they serve.
Non-employee directors are paid a retainer of $20,000 per annum (all in
Butler common stock under the Director Stock Compensation Plan) and $1,500 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 $1,000 per meeting. Each non-employee director
serving as a Committee Chair receives an additional chair fee of $2,000 per
year. Under the Director Deferred Fee Plan, non-employee directors may defer all
or a portion of fees earned, which deferrals are converted into units equivalent
to the value of Company common stock. Such units are adjusted to reflect
dividends and, upon the director's termination, death or disability, accumulated
deferrals are distributed in the form of Company common stock. Travel allowances
are provided where appropriate. The Company provides $50,000 of accidental death
and term life insurance for each non-employee director while the director serves
as such and thereafter for those who have served more than ten years. Directors
who are employees of the Company receive no director compensation.
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 in the Bylaws. Notice of proposed stockholder nominations for election
of directors must be given to the Secretary not later than 90 days nor more than
120 days before the anniversary date of the last annual meeting in the case of
annual meetings and, in the case of a special meeting for the election of
directors, not later than the later of the 70th day prior to such special
meeting or the 10th day following the day on which public announcement of the
date of such meeting and of the nominees proposed by the Board of Directors is
first made. The notice must contain certain information about each proposed
nominee, including his/her age, business and residence address 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.
5
BENEFICIAL OWNERSHIP TABLE
The following table sets forth information regarding beneficial
ownership of Butler common stock by all present directors and the executive
officers who are listed in the Summary Compensation Table, and by all directors
and executive officers as a group as of February 19, 2003. 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 ownership of Butler common stock by each
other person believed by the Company to own beneficially as much as five percent
of the total outstanding shares of Butler common stock, based on shares
outstanding as of February 19, 2003.
AMOUNT AND NATURE
PERCENT OF
OF BENEFICIAL COMMON STOCK
STOCKHOLDER OWNERSHIP OWNED
----------------------------------------------------------------- ----------------- ------------
Barbara B. Bridger (a) .......................................... 17,571
K. Dane Brooksher (b)(g) ........................................ 5,934
Gary M. Christensen (b)(g) ...................................... 5,255
Susan F. Davis (b)(g) ........................................... 5,579
C. L. William Haw (g) ........................................... 26,536
John J. Holland (c) ............................................. 97,754 1.52%
John W. Huey (d) ................................................ 19,628
Mark A. McCollum ................................................ 0
Larry C. Miller (e) ............................................. 33,119
Ronald E. Rutledge (f) .......................................... 70,029 1.09%
Gary L. Tapella (b)(g) .......................................... 6,279
William D. Zollars (b)(g) ....................................... 4,205
All Directors and Executive Officers as a Group of 20 (b)(h) .... 399,204 6.07%
Trustee of Butler Manufacturing Company
Individual Retirement Asset Account (IRAA) (i) ................. 661,155 10.45%
Dimensional Fund Advisors, Inc. (j) ............................. 416,900 6.59%
Wachovia Corporation (k) ........................................ 321,010 5.10%
Barclays Global (l) ............................................. 356,090 5.62%
For purposes of the table, except as otherwise indicated in the footnotes
below, 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 6,328,051 shares outstanding at February 19, 2003, 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.
(a) Includes 16,000 shares subject to exercisable stock options, 1,291 shares
in Ms. Bridger's IRAA account and 83 shares in her Butler Employee
Savings Trust (BEST) 401(k) account.
6
(b) Does not include phantom stock units allocated to the Directors Deferred
Benefit Account under the Director Deferred Fee Plan. At December 31,
2002, the following directors had accumulated phantom stock unit balances
as follows: Mr. Brooksher - 4,030 units; Mr. Christensen - 2,230 units;
Ms. Davis - 1,328 units; Mr. Tapella - 2,230 units; and Mr. Zollars -
2,230 units.
(c) Includes 80,000 shares subject to exercisable outstanding stock options,
3,471 shares in Mr. Holland's IRAA account and 4,699 shares in his BEST
401(k) account.
(d) Includes 15,000 shares subject to exercisable outstanding stock options,
2,878 shares in Mr. Huey's IRAA account and 93 shares in his BEST 401(k)
account.
(e) Includes 15,000 shares subject to exercisable outstanding stock options,
1,625 shares in Mr. Miller's IRAA account and 169 shares in his BEST
401(k) account.
(f) Includes 50,000 shares subject to exercisable outstanding stock options,
2,182 shares in Mr. Rutledge's IRAA account and 174 shares in his BEST
401(k) account.
(g) Includes 4,000 shares subject to exercisable outstanding stock options.
(h) Includes 238,500 shares subject to exercisable outstanding stock options,
22,151 shares in officers' IRAA accounts and 7,970 shares in officers'
BEST 401(k) accounts.
(i) All of the shares are held for the benefit of Plan participants. Under
the Plan, UMB Bank, N.A., as trustee, passes on to participants voting
and permitted reinvestment decisions as to allocated shares. The Plan's
address is 1540 Genessee (P. O. Box 419917), Kansas City, Missouri,
64102.
(j) Dimensional Fund Advisors ("DMA") is an investment advisor to four
investment companies and investment manager to certain other commingled
group trusts and separate accounts, all of which it refers to as "Funds."
DMA reports that it possesses sole voting and/or investment power with
respect to 416,900 shares, all of which it reports are owned by the
Funds. DMA disclaims beneficial ownership of all of such shares. All
information relating to DMA is as of December 31, 2002 and based on its
report on Schedule 13G filed on February 10, 2003. DMA's address is 1299
Ocean Avenue, 11th floor, Santa Monica, CA 90401.
(k) Wachovia Corporation ("Wachovia") is the parent holding company of
Wachovia Securities Inc., Evergreen Investment Management Company, and
Wachovia Bank, N.A. Wachovia reports that Wachovia Securities and
Evergreen Investment Management Company are investment advisors for
mutual funds and/or other clients, and that it possesses the sole power
to dispose or direct the disposition of 321,010 shares, 317,560 shares of
which it possesses the sole power to vote or direct the vote. Wachovia's
address is One Wachovia Center, Charlotte, North Carolina 28288. All
information relating to Wachovia is as of December 31, 2002 and based on
its report on Schedule 13G filed on February 12, 2003.
(l) According to a joint 13G filed on February 12, 2003, Barclays Global
Investors, N.A. reports that it possesses sole voting power and sole
power to dispose or direct the disposition of 261,004 shares, and
Barclays Global Fund Advisors reports that it possesses sole voting power
and sole power to dispose or direct the disposition of 95,086 shares.
Each reports offices located at 45 Fremont Street, San Francisco,
California.
7
AUDIT COMMITTEE
The Audit Committee is composed of four (4) non-management directors,
named below under "Audit Committee Report". The Board of Directors of the
Company has adopted a written Audit Committee Charter, which the Audit Committee
reviews annually. Generally, it is the Audit Committee's responsibility to
assist the Board of Directors in monitoring (1) the integrity of the financial
statements of the Company, (2) the compliance by the Company with legal and
regulatory requirements and (3) the independence and performance of the
Company's internal and external auditors. During 2002 the Audit Committee met
three times. The Board of Directors has determined that each Audit Committee
member is "independent" as that term is defined in Section 303.01(B)(2)(a) and
(3) of the New York Stock Exchange's Listing Standards.
AUDIT COMMITTEE REPORT
The Audit Committee has reviewed and discussed with management the
audited financial statements for the year ended December 31, 2002; has discussed
with the independent auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU Section 380), as modified
or supplemented; has received the written disclosures and letter from the
independent auditors required by Independence Standards Board Standard No. 1, as
may be modified or supplemented; and has discussed with the independent auditors
the auditors' independence. Based on such review and discussions, the Audit
Committee has recommended to the Board of Directors that the audited financial
statements for the year ended December 31, 2002 be included in the Company's
Annual Report on Form 10-K for filing with the Securities and Exchange
Commission.
This report is made over the name of each member of the Audit Committee,
namely Gary M. Christensen (Chairman), K. Dane Brooksher, C. L. William Haw, and
William D. Zollars.
COMPENSATION AND BENEFITS COMMITTEE
The Compensation and Benefits Committee ("Committee") is composed of five
(5) non-management 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 of Directors the
compensation of the Chairman of the Board and Chief Executive Officer, President
and of any other officers who are directors, 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 Individual Retirement
Asset Account plan and to the Company's 401(k) 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
K. Dane Brooksher, Gary M. Christensen, Susan F. Davis, Gary L. Tapella
and William D. Zollars 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 OF THE COMPENSATION AND BENEFITS COMMITTEE
ON EXECUTIVE COMPENSATION
Following is the Compensation and Benefits 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, the executive's
performance in achieving both annual and strategic goals, and that is
competitive
8
with compensation levels of companies in a relevant peer group described below.
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. Peer 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. The Committee seeks to set
executive compensation to approximate the median level of compensation paid
executives by companies in the peer group, based on survey data, with
consideration of each executive's position, experience and performance.
The key elements of executive compensation are base salary, annual bonus,
stock options and long-term performance incentives. The Company also makes
selected awards of restricted stock.
Base salaries for executives are set within salary ranges which are
established for each position based on the independent 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 achievement of
pretax operating earnings objectives for business unit executives and net
operating earnings objectives for corporate executives. At the beginning of each
year, threshold and target earnings levels are established for the Company and
each business unit. Normally, no bonus is awarded unless the threshold level of
earnings is met. Once the threshold level is met, the Committee considers
bonuses within a range based upon actual operating earnings. The Committee may
also consider individual non-financial performance in determining final amounts
of any discretionary bonus awards.
Historically, long-term incentives were provided exclusively through the
grant of stock options and restricted stock bonus awards. Throughout its one
hundred year history, the Company has continued 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 and restricted stock bonus
awards are granted at current market price so that executive rewards accrue only
as shareholder value increases.
During 2001, the Committee submitted and received Board approval to
revise the long-term incentives for the Company's executive officers with the
addition of a value based Long Term Incentive Plan (LTIP), which is designed to
reward the Company's executive officers by means of cash performance awards and
stock options as shareholder value increases. At targeted performance levels, it
is anticipated that over a period of time the LTIP will provide total
compensation for senior management members more closely approximating market
median.
The cash performance portion of the LTIP measures and rewards value-added
performance over a three-year period. The performance measure is based on total
business return, a measure of the creation of economic value in the Company's
business. Cash awards will be paid based upon actual results compared to
threshold and target levels of total business return established based upon
market expectations, and performance of companies in the same or related
industries as the Company and durable goods manufacturing companies of
comparable size, as surveyed and reported by independent consulting
organizations. No cash award will be granted unless the threshold level of
performance is met. The LTIP contemplates that a portion of the cash award will
be used by participants to purchase shares of Company stock on the open market.
The stock option component of the LTIP provides for options with terms of
up to 10 years. Stock options will normally be granted once a year to a group of
senior executives whose positions of responsibility afford them the opportunity
to significantly affect the future growth and profitability of the Company.
Grants will be
9
made at the discretion of the Committee. Factors that will be considered are the
executive's job responsibilities, the Company's strategic priorities, the number
of shares currently owned by the executive and the number of options previously
granted to the executive.
No cash awards have been paid under the LTIP since implementation of the
Plan.
COMMITTEE'S BASES FOR THE CEO'S COMPENSATION FOR 2002, INCLUDING THE
FACTORS AND CRITERIA UPON WHICH THE CEO'S COMPENSATION WAS BASED. With respect
to the salary paid to Mr. Holland for 2002, the Committee took into
consideration, in addition to the factors mentioned above, the following: Mr.
Holland's individual performance, as well as the vision and focus he has
provided in setting and effecting the long-term strategic growth of the Company;
the annual salaries of chief executive officers of the peer companies described
above; and the Company's level of profitability in 2001.
In 2002, the recession that continued to impact the U.S. and the global
economy significantly reduced the Company's operating earnings compared with
those generated in 2000 and 2001. Because the Company incurred a net operating
loss in 2002, Mr. Holland received no annual incentive bonus for the year.
This report is made over the name of each member of the Committee, namely
K. Dane Brooksher (Chairman), Gary M. Christensen, Susan F. Davis, Gary L.
Tapella and William D. Zollars.
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.
LONG-TERM ALL OTHER
ANNUAL COMPENSATION COMPENSATION AWARDS COMPENSATION
----------------------------------- ---------------------------- ------------
RESTRICTED STOCK
NAME AND STOCK (2) OPTIONS
PRINCIPAL POSITION YEAR SALARY BONUS OTHER ($) (#SHARES) ($) (3)
------------------ ----- --------- --------- --------- ------------ ------------ ------------
John J. Holland 2002 $ 423,262 0 0 0 0 $ 7,492
Chairman & Chief 2001 $ 402,769 0 $ 1,972 0 0 $ 331,624
Executive Officer 2000 $ 349,334 $ 250,000 $ 2,531 $ 30,005 0 $ 330,676
Ronald E. Rutledge 2002 $ 299,924 0 $ 2,923 0 40,000 $ 7,264
President & Chief 2001 $ 267,615 $ 20,000 $ 90,396(1) $ 4,988 0 $ 135,282
Operating Officer 2000 $ 189,466 $ 75,000 $ 206 $ 10,002 0 $ 125,687
Larry C. Miller 2002 $ 232,847 $ 15,000 $ 1,479 0 0 $ 2,728
Vice President - 2001 $ 214,081 $ 9,000 $ 1,362 $ 2,255 0 $ 65,676
Finance 2000 $ 181,740 $ 59,000 $ 1,807 $ 14,763 0 $ 66,335
John W. Huey 2002 $ 190,000 0 $ 811 0 0 $ 3,184
Vice President 2001 $ 183,654 $ 7,400 $ 522 0 0 $ 3,849
General Counsel 2000 $ 174,167 $ 56,600 $ 491 0 0 $ 3,668
And Secretary
Barbara B. Bridger 2002 $ 171,277 0 0 0 0 $ 1,612
Vice President - 2001 $ 156,016 $ 10,000 0 0 0 $ 1,890
Human Resources 2000 $ 129,688 $ 38,000 0 $ 1,756 0 $ 1,770
(1) Includes $87,706 reimbursement of Mr. Rutledge's relocation expenses
incurred in moving from Texas to Kansas City.
10
(2) For 2002, 2001, and 2000, restricted stock of the value indicated was
awarded to Messrs. Holland, Rutledge, Miller, and Bridger, respectively,
based upon the election of each to receive a portion of his/her annual
bonus in Butler common stock as described under the "Restricted Stock
Bonus Program." The restricted stock vests on the third anniversary of
the date of the award. Dividends are payable on the restricted stock. At
December 31, 2002, Mr. Holland held 1,128 shares of restricted stock with
a value of $21,827, Mr. Rutledge held 564 shares of restricted stock with
a value of $10,913, Mr. Miller held 640 shares of restricted stock with a
value of $12,384, and Ms. Bridger held 66 shares of restricted stock with
a value of $1,277.
(3) To offset its obligations under the Company's Supplemental Retirement
Benefit Plan for executives whose retirement benefits cannot be fully
funded through the Company's Base Retirement Plan for Salaried Employees,
in 1994 and 2000 the Company entered into split dollar life insurance
agreements with one or more of Messrs. Holland, Miller and Rutledge in
which the Company agreed to pay the premiums for policies of split dollar
life insurance on the lives of such executives. The policies are owned by
the executives, subject to the terms of the agreements under which, upon
an individual's retirement, the Company may recover its premium payments
if the remaining cash surrender value of the policy provides specified
coverage for the individual's Supplemental Retirement Benefit Plan
benefit. Because of uncertainty concerning certain provisions of the
Sarbanes-Oxley Act of 2002, the Company during 2002 modified the split
dollar life insurance agreements of Messrs. Holland, Miller and Rutledge
so that the Company is no longer obligated to make cash premium payments
on the policies. Instead, either policy cash values or dividends declared
on the policies are applied to pay policy premiums. This arrangement may
be modified when there is further guidance on the applicability of the
Sarbanes-Oxley Act to split dollar arrangements. This data reflects the
actual cash premiums paid by the Company for such policies, but due to
the above-described modification of the split dollar life insurance
agreements during 2002, the Company paid no cash premiums in 2002 with
respect to policies on the lives of executive officers.
This column also:
o Includes $1,000 for the Company's 2002 contribution to the
Individual Retirement Asset Account (IRAA) of Messrs. Holland,
Rutledge and Miller, $950 for Mr. Huey and $856 for Ms. Bridger.
o Includes insurance premiums paid by the Company in 2002 with
respect to term life insurance for Mr. Holland of $1,084, Mr.
Rutledge of $2,384, Mr. Huey of $725, and Mr. Miller of $18.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides certain information concerning individual
grants of stock options made during the last completed fiscal year under the
Stock Incentive Plan of 1996 to named executive officers.
Individual Grants
-----------------------------------------------------------------------------------------------------------
Number Of Percent Of
Securities Total Options/ Exercise
Underlying SARs Granted Of Base
Option/SARs To Employees Price Expiration Grant Date
Name Granted (#) In Fiscal Year ($/Sh) Date Present Value
(a) (b) (c) (d) (e) (3)
--------------- ------------- ------------- ------------- ------------- -------------
J.J. Holland 0 0 0 -- 0
R.E. Rutledge 40,000(1) 91% $ 26.88(2) 1/14/12 $ 196,784
J.W. Huey 0 0 0 -- 0
L.C. Miller 0 0 0 -- 0
B.B. Bridger 0 0 0 -- 0
(1) The options became fully vested one year after their date of grant.
11
(2) The exercise price per share is the fair market value of the common stock
on the date of grant, based on the closing price of the company's common
stock on the New York Stock Exchange on that date.
(3) "Grant Date Present Value" was calculated by using the Black-Scholes
stock option pricing model. The model, as applied, uses the grant date of
January 14, 2002 and the fair market value on that date of $26.88 per
share, as set forth in the table above. The model also assumes (a) a
risk-free rate of return of 3.8% (which was the yield of a U.S. Treasury
Strip zero coupon bond with a maturity that approximates the term of the
option), (b) a constant dividend yield of 3.7%, based on a quarterly cash
dividend rate of $0.18 per share on company common stock, (c) a stock
price volatility of 25% (calculated using month-end closing prices of
company common stock on the New York Stock Exchange for the period
beginning with January 1, 1998 and ending as of the end of the month
preceding the grant date, and (d) an exercise date, on average, of five
years after grant. We did not adjust the model for non-transferability,
risk of forfeiture or vesting restrictions. The actual value (if any)
that an executive officer receives from a stock option will depend upon
the amount by which the market price of company common stock exceeds the
exercise price of the option on the date of exercise. There can be no
assurance that the amount stated as "Grant Date Present Value" will
actually be realized.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION 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, 2002. The Company has no Stock Appreciation
Rights (SARs) outstanding.
SHARES 2002 STOCK NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTION EXERCISES OPTIONS IN-THE-MONEY OPTIONS
ON EXERCISE ---------------- AT DECEMBER 31, 2002 AT DECEMBER 31, 2002 (1)
------------ VALUE ------------------------------ ------------------------------
NAME (#) REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------- ------------ ---------------- ------------ -------------- ------------ --------------
J. J. Holland 0 0 84,000 0 $ 0 $ 0
R .E. Rutledge 0 0 14,000 40,000 $ 0 $ 0
J. W. Huey 0 0 18,000 0 $ 0 $ 0
L. C. Miller 0 0 17,000 0 $ 0 $ 0
B. B. Bridger 0 0 18,000 0 $ 0 $ 0
(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, 2002, the
Company's stock price was $19.35.
LONG TERM INCENTIVE PLAN
The Long Term Incentive Plan (LTIP) referred to in the Report of the
Compensation and Benefits Committee on Executive Compensation is designed to
reward executive officers by means of cash performance awards and stock options
as shareholder value increases. The stock option component of the LTIP provides
for options with terms of up to 10 years; any awards under this component of the
plan are reflected in the Option/SAR Grant Table. The cash performance portion
of the LTIP contemplates three year performance cycles, with a new cycle
commencing at the beginning of each year, the first of which began on January 1,
2001. As stated in the Compensation and Benefits Committee's report, the
performance measure for cash awards is based on total business return, a measure
of the creation of economic value in the Company's business.
12
Generally, total business return is calculated by (i) dividing changes in net
operating profit after taxes by the weighted average cost of capital, (ii)
adding free cash flow for the three year period, and (iii) dividing the result
by beginning investment levels. The levels of total business return required for
threshold, target and maximum payments are 25%, 35% and 55%, respectively, for
each of the performance periods ending in 2003, 2004 and 2005. The following
table shows the cash amounts that might be paid under the LTIP with respect to
the three year periods ended December 31, 2003, December 31, 2004 and December
31, 2005 to the chief executive officer and the four most highly compensated
officers at the threshold, target and maximum levels.
Estimated Future Payouts
Performance Period --------------------------------------------
Three Years Ended
December 31, Threshold Target Maximum
---------------------- ------------ ------------ ------------
John J. Holland 2003, 2004 and 2005 $ 138,000 $ 276,000 $ 552,000
Ronald E. Rutledge 2003, 2004 and 2005 $ 54,000 $ 108,000 $ 216,000
Larry C. Miller 2003, 2004 and 2005 $ 15,500 $ 31,000 $ 62,000
John W. Huey 2003, 2004 and 2005 $ 15,500 $ 31,000 $ 62,000
Barbara B. Bridger 2003, 2004 and 2005 $ 15,500 $ 31,000 $ 62,000
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 under the Company's Base Retirement Plan and
Supplemental Benefit Plan. 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 IRAA 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, 2002 were: Mr. Holland, $446,638 and 23 years; Mr. Huey, $209,813
and 25 years; Mr. Rutledge, $286,495 and 19 years; Mr. Miller, $242,175 and 23
years; Ms. Bridger, $167,835 and 22 years.
ESTIMATED ANNUAL PENSION FOR YEARS OF CREDITED SERVICE
AVERAGE COMPENSATION 10 20 30 40
-------------------- ------------ ------------ ------------ ------------
$ 150,000 $ 22,600 $ 45,100 $ 67,700 $ 91,400
200,000 $ 30,800 $ 61,600 $ 92,500 $ 124,400
250,000 $ 39,100 $ 78,100 $ 117,200 $ 157,400
300,000 $ 47,300 $ 94,600 $ 142,000 $ 190,400
350,000 $ 55,600 $ 111,100 $ 166,700 $ 223,400
400,000 $ 63,800 $ 127,600 $ 191,500 $ 256,400
450,000 $ 72,100 $ 144,100 $ 216,200 $ 289,400
500,000 $ 80,300 $ 160,600 $ 241,000 $ 322,400
550,000 $ 88,600 $ 177,100 $ 265,700 $ 355,400
600,000 $ 96,800 $ 193,600 $ 290,500 $ 388,400
13
DEFERRED COMPENSATION PLAN
The Company has an executive deferred compensation plan that allows
approximately 65 executives to defer up to 25% of their annual salary and up to
100% of any incentive pay. At the participant's election, amounts deferred are
credited with earnings tied to a Bond Yield Index or Stock Composite Index.
Participants must defer their compensation until a specified date, their
retirement, termination of employment, death or disability 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. Messrs. Rutledge, Miller and Huey participated in this Plan in
2002.
CHANGE OF CONTROL EMPLOYMENT AGREEMENTS
The Company has Change of Control Employment Agreements with Messrs.
Holland, Rutledge, Huey, Miller, and Ms. Bridger. 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.
RESTRICTED STOCK BONUS PROGRAM
The Company has a Restricted Stock Bonus Program that allows
approximately 12 senior executives, including Messrs. Holland, Rutledge, Miller,
Huey and Ms. Bridger, to elect to receive up to 50% of their annual bonus in the
Company's common stock ("Bonus Stock"). If the eligible executive makes such an
election, the Company will match the Bonus Stock at a 50% rate ("Match Stock").
The Match Stock is restricted and not transferable for 3 years. If the
Executive's employment is terminated prior to the end of 3 years (other than due
to retirement, disability, or a change of control of the Company), or if the
Executive transfers his or her Bonus Stock during the 3-year period, the Match
Stock will be forfeited. The principal purpose of the Program is to increase
share ownership among senior executives and encourage close identity of
interests among them and shareholders.
PERFORMANCE GRAPH
The following line graph compares, for five years, beginning December 31,
1997, the yearly percentage change in the Company's cumulative total shareholder
return with the Russell 2000 stock market index and the Media General "General
Building Materials Group" index. The graph assumes $100 invested at December 31,
1997 and reinvestment of dividends.
14
The Russell 2000 index is made up of equities with market capitalizations
more comparable to the Company's than those included in other general market
indices. The Media General General Building Materials Group index is an industry
index published by Media General Financial Services which 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 International
Aluminum Corporation, are included. Conversely, the Media General index includes
firms such as American Standard Companies, Inc., Vulcan Materials Company, USG
Corporation, and The Sherwin-Williams Company, whose products do not compete
with the Company's.
(PERFORMANCE GRAPH)
1997 1998 1999 2000 2001 2002
---------- ---------- ---------- ---------- ---------- ----------
Butler Manufacturing 100.00 70.88 72.40 84.59 95.21 68.60
Media General 100.00 114.17 97.68 99.71 109.03 105.84
Russell 2000 100.00 97.20 116.24 111.22 112.36 88.11
INDEPENDENT PUBLIC ACCOUNTANTS
As reported in the Company's Form 8-K filed May 16, 2002, the Board of
Directors, upon the recommendation of the Audit Committee, approved dismissal of
Arthur Andersen LLP ("Arthur Andersen") as the Company's independent auditors
and the appointment of KPMG LLP to serve as the Company's independent auditors
for the year ending December 31, 2002. The change was effective May 16, 2002.
Arthur Andersen's reports on the Company's consolidated financial
statements for each of the years ended December 31, 2001 and 2000 did not
contain an adverse opinion or disclaimer of opinion, nor were such reports
qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2001 and 2000 and through May 16,
2002, there were no disagreements with Arthur Andersen on any matter of
accounting principle or practice, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Arthur Andersen's satisfaction
would have caused them to make reference to the subject matter of the
disagreement in connection with the audit reports on the Company's consolidated
financial statements for such years; and there were no reportable events as
defined in Item 304(a)(1)(v) of Regulation S-K.
15
The Company provided Arthur Andersen with a copy of the foregoing
disclosures and filed with its Form 8-K on May 16, 2002 a copy of Arthur
Andersen's response indicating its agreement.
During the years ended December 31, 2001 and 2000 and through May 16,
2002, the Company did not consult KPMG LLP with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, or any other matters or reportable events as
set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Representatives of KPMG LLP, independent certified public accountants,
which audited the books, records and accounts of the Company for 2002, will be
present at the stockholders meeting and will be available to respond to
appropriate questions.
The selection of the independent certified public accountants to audit
the books, records and accounts of the Company for 2003 will be made by the
Audit Committee of the Board of Directors at its April, 2003 meeting.
AUDIT AND CERTAIN OTHER FEES PAID TO ACCOUNTANTS
The aggregate fees billed the Company by its independent auditors for the
year ended December 31, 2002 for (i) professional services rendered for the
audit of the Company's annual financial statements and the reviews of the
financial statements included in the Company's reports on Form 10-Q, (ii) for
financial information systems design and implementation as described in
paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X, and (iii) for all other
services, were as set forth in the following table. The Audit Committee has
considered whether the provision of such services is compatible with maintaining
the independence of KPMG LLP.
TYPE OF FEE AMOUNT(1)
------------------------------------ -------------
Audit Fees $ 326,000
Financial Information Systems Design
And Implementation Fees $ 0
All Other Fees $ 207,000
-------------
Total $ 533,000
=============
(1) Amounts shown above include $56,000 Audit Fees and $125,000 All Other Fees
paid to Arthur Andersen LLP prior to its dismissal.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of beneficial ownership reports furnished to
the Company, the Company believes that during 2002 all of its executive
officers, directors and greater-than-10% beneficial owners complied with Section
16(a) of the Securities Exchange Act of 1934 except that, due to an
administrative oversight, the allocation of phantom stock units in 2002 and
dividend equivalents for the accounts of Directors under the Director Deferred
Fee Plan (referred to in note (b) of the Beneficial Ownership Table) and shares
of Company stock and dividend equivalents under the Director Stock Compensation
Plan were not timely reported on Form 4 but were reported on Form 4 reports
filed January 10, 2003. The reporting error followed a change in reporting
requirements which dictates that such transactions be reported on a Form 4
instead of a Form 5. The Directors and the number of transactions (reports) that
were filed late are as follows: Mr. Brooksher - 5; Mr. Christensen - 2; Ms.
Davis - 7; Mr. Haw - 3; Mr. Tapella - 2; and Mr. Zollars - 2.
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, telegraphic or internet 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.
HOUSEHOLDING
Only one copy of the Company's Annual Report and Proxy Statement has been
sent to multiple stockholders of the Company who share the same address and last
name, unless the Company has received contrary instructions from one or more of
those stockholders. This procedure is referred to as "householding." In
addition, the Company has been notified that certain intermediaries, i.e.,
brokers or banks, will household proxy materials. The Company will deliver
promptly, upon oral or written request, a separate copy of the Annual Report and
Proxy Statement to any stockholder at the same address. If you wish to receive a
separate copy of the Annual Report and Proxy Statement, you may write to
Shareholder Relations, Butler Manufacturing Company, 1540 Genessee Street, P. O.
Box 419917, Kansas City, MO 64102 or call (816) 968-3000 or you may obtain a
copy on the Company's website at "www.butlermfg.com". You can contact your
broker or bank to make a similar request. Stockholders sharing an address who
now receive multiple copies of the Company's Annual Report and Proxy Statement
may request delivery of a single copy by writing or calling the Company at the
above address or by contacting their broker or bank, provided they have
determined to household proxy materials.
DATES FOR THE SUBMISSION OF CERTAIN MATTERS
Stockholders who intend to present proposals for inclusion in the Company's
proxy statement for the next annual meeting of stockholders on April 20, 2004,
must forward them to the Company at 1540 Genessee (P. O. Box 419917), Kansas
City, Missouri 64102, Attention: Secretary, so that they are received no later
than November 10, 2003. In addition, proxies solicited by management may confer
discretionary authority to vote on matters which are not included in the proxy
statement but which are raised at the annual meeting by stockholders, unless the
Company receives written notice of the matter by January 15, 2004, at the above
address.
By Order of the Board of Directors
John W. Huey, Secretary
March 13, 2003
17
[BUTLER MANUFACTURING COMPANY LOGO]
BUTLER MANUFACTURING COMPANY PROXY
P.O. BOX 419917, KANSAS CITY, MISSOURI 64141-6917
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints C. L. William Haw, John J. Holland, and Ronald E.
Rutledge, 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 15, 2003 or any adjournment thereof.
1. Election of three Class B Directors - Nominees:
MARK A. MCCOLLUM; GARY L. TAPELLA; WILLIAM D. ZOLLARS
[ ] 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.
The Board of Directors recommends a vote FOR the Director Nominees.
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 2002 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.