EXHIBIT 99.1
[BLUESCOPE STEEL LOGO] BlueScope Steel Limited
ABN 80010 142 453
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April 23, 2004
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Chairman and CEO
▇▇▇▇▇▇ Manufacturing Company
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Gentlemen:
Reference is made to that certain Agreement and Plan of Merger, dated
February 15, 2004 (the "Merger Agreement"), by and among BlueScope Steel Limited
("Parent"), BSL Acquisition Corporation ("Purchaser") and ▇▇▇▇▇▇ Manufacturing
Company ("▇▇▇▇▇▇") (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Merger Agreement). Pursuant to
Section 5.16 of the Merger Agreement, ▇▇▇▇▇▇ has provided Parent with unaudited
consolidated financial statements for the three months ended March 31, 2004 (the
"Financial Statements"). Furthermore, pursuant to clauses (iv) and (v) of
Section 8.4 (e) of the Merger Agreement, a Company Material Adverse Change is
conclusively deemed to have occurred unless ▇▇▇▇▇▇ meets certain specified
thresholds for EBIT, Net Cash Flow and Backlog in the Financial Statements.
Parent has reviewed the Financial Statements and hereby confirms that
EBIT, Net Cash Flow and Backlog, as reflected in the Financial Statements, meet
or exceed the EBIT, Net Cash Flow and Backlog thresholds, and, therefore, no
Company Material Adverse Change has occurred within the meaning of clauses (iv)
and (v) of Section 8.4 (e) of the Merger Agreement.
We look forward to stockholder approval and a timely completion to the
merger.
Sincerely yours,
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Chief Financial Officer
BlueScope Steel Limited