-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OGgFJTr639bpZTbFoU1UR94jughyco0yV0amcFCCoqowt9dOrzwFBOzfd0bSL3Cp 03McX93ILB8IEu+jye6RBQ== 0000950144-99-010424.txt : 19990817 0000950144-99-010424.hdr.sgml : 19990817 ACCESSION NUMBER: 0000950144-99-010424 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990816 GROUP MEMBERS: JAMES A TODD JR GROUP MEMBERS: JAMES W MCGLOTHLIN GROUP MEMBERS: JOHN D CORRENTI GROUP MEMBERS: LOIS A CLARKE GROUP MEMBERS: MARK A TODD GROUP MEMBERS: NICHOLAS D STREET GROUP MEMBERS: PAUL EKBERG GROUP MEMBERS: THE SUMMIT FUND LLC GROUP MEMBERS: UC INVESTMENT TRUST GROUP MEMBERS: UNITED CO GROUP MEMBERS: UNITED MANAGEMENT COMPANY LLC GROUP MEMBERS: UNITED OPPORTUNITIES FUND LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIRMINGHAM STEEL CORP CENTRAL INDEX KEY: 0000779334 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 133213634 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37332 FILM NUMBER: 99693627 BUSINESS ADDRESS: STREET 1: 1000 URBAN CENTER DRIVE STREET 2: SUITE 300 CITY: BIRMINGHAM STATE: AL ZIP: 35242 BUSINESS PHONE: 2059701200 MAIL ADDRESS: STREET 1: P.O. BOX 1208 CITY: BIRMINGHAM STATE: AL ZIP: 35201-1208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED CO CENTRAL INDEX KEY: 0000101108 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1005 GLENWAY CENTER CITY: BRISTOL STATE: VA ZIP: 24203 BUSINESS PHONE: 5404663322 MAIL ADDRESS: STREET 1: 1005 GLENWAY AVE CITY: BRISTOL STATE: VA ZIP: 24203 SC 13D/A 1 BIRMINGHAM STEEL CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* BIRMINGHAM STEEL CORPORATION (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 091250100 (CUSIP Number) Gene T. Price, Esq. Burr & Forman LLP Suite 3100 SouthTrust Tower 420 North Twentieth Street Birmingham, AL 35203 (205) 251-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 13, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 2 The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 3 CUSIP No. 091250100 1. Name of Reporting Person: The United Company IRS Identification No. 54-1120913 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Virginia Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 0 8. Shared Voting Power: 1,819,400 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 1,819,400 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,819,400 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 6.1% 14. Type of Reporting Person: HC 4 CUSIP No. 091250100 1. Name of Reporting Person: United Management Company LLC IRS Identification No. 54-1884068 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 0 8. Shared Voting Power: 1,949,200 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 1,949,200 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,949,200 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 6.6% 14. Type of Reporting Person: OO 5 CUSIP No. 091250100 1. Name of Reporting Person: United Opportunities Fund, LLC IRS Identification No. 54-1886995 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 0 8. Shared Voting Power: 1,635,300 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 1,635,300 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,635,300 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 5.5% 14. Type of Reporting Person: OO 6 CUSIP No. 091250100 1. Name of Reporting Person: The Summit Fund, LLC IRS Identification No. 54-1897775 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 0 8. Shared Voting Power: 190,100 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 190,100 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 190,100 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 0.6% 14. Type of Reporting Person: OO 7 CUSIP No. 091250100 1. Name of Reporting Person: UC Investment Trust IRS Identification No. 54-1901936 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Ohio Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 0 8. Shared Voting Power: 90,800 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 90,800 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 90,800 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 0.3% 14. Type of Reporting Person: OO 8 CUSIP No. 091250100 1. Name of Reporting Person: Nicholas D. Street 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: PF; AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 10,000 8. Shared Voting Power: 1,959,200 9. Sole Dispositive Power: 10,000 10. Shared Dispositive Power: 1,959,200 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,969,200 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 6.6% 14. Type of Reporting Person: IN 9 CUSIP No. 091250100 1. Name of Reporting Person: James W. McGlothlin 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 0 8. Shared Voting Power: 1,980,200 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 1,980,200 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,980,200 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 6.7% 14. Type of Reporting Person: IN 10 CUSIP No. 091250100 1. Name of Reporting Person: Lois A. Clarke 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: PF; AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 3,600 8. Shared Voting Power: 0 9. Sole Dispositive Power: 3,600 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,600 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): less than 0.1 % 14. Type of Reporting Person: IN 11 CUSIP No. 091250100 1. Name of Reporting Person: James A. Todd, Jr. 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: PF; OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 119,054 8. Shared Voting Power: 74,549 9. Sole Dispositive Power: 119,054 10. Shared Dispositive Power: 74,549 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 193,603 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 0.7% 14. Type of Reporting Person: IN 12 CUSIP No. 091250100 1. Name of Reporting Person: Mark A. Todd 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: PF; OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 12,529 8. Shared Voting Power: 94,220 9. Sole Dispositive Power: 12,529 10. Shared Dispositive Power: 94,220 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 106,749 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 0.4% 14. Type of Reporting Person: IN 13 CUSIP No. 091250100 1. Name of Reporting Person: John D. Correnti 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 0 8. Shared Voting Power: 0 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 100,000 Note: Based on an Agreement in Principle between The United Company and Correnti, The United Company has agreed to grant Correnti an option on 100,000 Shares owned by The United Company. 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 0.3% 14. Type of Reporting Person: IN 14 CUSIP No. 091250100 1. Name of Reporting Person: Paul Ekberg 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of Funds: PF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 2,151 8. Shared Voting Power: 9,000 9. Sole Dispositive Power: 2,151 10. Shared Dispositive Power: 9,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 11,151 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): less than .01% 14. Type of Reporting Person: IN 15 13D - AMENDMENT NO. 1 The undersigned hereby amend their Schedule 13D Statement dated July 29, 1999 relating to the common stock, par value $.01 per share, of Birmingham Steel Corporation as set forth herein. Unless otherwise indicated, all defined terms used herein shall have the meaning ascribed to them in the Schedule 13D. ITEM 1. SECURITY AND ISSUER No material change. ITEM 2. IDENTITY AND BACKGROUND No material change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The first two sentences of Item 3 are amended and restated in their entirety by the following: The Shares beneficially owned by the Reporting Persons were purchased for an aggregate price of $14,650,845. UO Fund and Summit Fund used approximately $11,124,514 and $2,201,085, respectively, of funds available for investment to purchase their Shares. ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby amended to add the following: In accordance with Article I, Section 10 of the Issuer's by-laws, counsel for the Group delivered a letter to the Chief Executive Officer and Corporate Secretary of the Issuer on August 13, 1999 notifying Issuer of the Group's director nominees. The letter is attached hereto as Exhibit E, the text of which is incorporated herein by reference. 16 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The first five paragraphs of Item 5(a) and (b) are replaced in their entirety by the following: (a) and (b). As of the close of business on August 14, 1999, the Reporting Persons beneficially owned in the aggregate 2,309,303 Shares, constituting approximately 7.8% of the total outstanding Shares of the Issuer (based upon the number of Shares reported to be outstanding in the Issuer's Form 10Q for the fiscal quarter ended March 31, 1999). In aggregate, Street may be deemed the beneficial owner of 1,969,200 Shares, constituting approximately 6.6% of the total outstanding Shares. In aggregate, McGlothlin may be deemed the beneficial owner of 1,980,200 Shares, constituting approximately 6.7% of the total outstanding Shares. The basis upon which beneficial ownership for Street and McGlothlin is calculated is set forth as follows: (1) Street and McGlothlin, by reason of their control of the United Group, share with each other voting and disposition powers of the Shares owned by the following members of the United Group and may be deemed beneficial owners of such Shares:
% of Total Entity Number of Shares Shares Outstanding ------ ---------------- ------------------ UO Fund 1,635,300 5.5% Summit Fund 190,100 0.6% UCI Trust 90,800 0.3%
(c) Item 5(c) is hereby amended to add the following: The following table sets forth all transactions with respect to the Issuer's Shares effected by each of the Reporting Persons since the most recent filing on Schedule 13D. Each transaction set forth below reflects a purchase effected by means of open market transactions on the New York Stock Exchange.
REPORTING TRADE DATE TYPE OF # OF SHARES PRICE PER PERSON TRANSACTION SHARE ($) UO Fund 08/03/99 Purchase 3,000 8.422 UO Fund 08/04/99 Purchase 3,000 8.025
(d)-(e) No material change. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER No material change. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS ITEM 7 is hereby amended to add the following: Exhibit E: Letter to Chief Executive Officer and Corporate Secretary of Issuer notifying Issuer of Group's Director Nominees 17 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 16, 1999 THE UNITED COMPANY By: /s/ James W. McGlothlin -------------------------------------------- James W. McGlothlin President UNITED MANAGEMENT COMPANY, LLC By: /s/ Lois A. Clarke -------------------------------------------- Lois A. Clarke President and Managing Director UNITED OPPORTUNITIES FUND, LLC By: United Management Company, LLC Its Managing Member By: /s/ Lois A. Clarke ----------------------------------- Lois A. Clarke President and Managing THE SUMMIT FUND, LLC By: United Management Company, LLC Its Managing Member By: /s/ Lois A. Clarke ----------------------------------- Lois A. Clarke President and Managing Director UC INVESTMENT TRUST By: /s/ Lois A. Clarke -------------------------------------------- Lois A. Clarke President 18 /s/ Nicholas D. Street -------------------------------------------- Nicholas D. Street /s/ James W. McGlothlin -------------------------------------------- James W. McGlothlin /s/ Lois A. Clarke -------------------------------------------- Lois A. Clarke /s/ James A. Todd, Jr. -------------------------------------------- James A. Todd, Jr. /s/ Mark A. Todd -------------------------------------------- Mark A. Todd /s/ John D. Correnti -------------------------------------------- John D. Correnti /s/ Paul Ekberg -------------------------------------------- Paul Ekberg EX-99.(E) 2 LETTER TO CHIEF EXECUTIVE OFFICER 1 [BURR & FORMAN LLP LETTERHEAD] POST OFFICE BOX 830719 BIRMINGHAM, ALABAMA 35283-0719 (205) 251-3000 (205) 458-5100 (FAX) JERRY F. PERKINS, JR. DIRECT DIAL (205) 458-5170 E-MAIL:JPERKINS@BURR.COM August 13, 1999 VIA HAND DELIVERY Chief Executive Officer Birmingham Steel Corporation 1000 Urban Center Parkway Suite 300 Birmingham, Alabama 35242 Attention: Robert A. Garvey Corporate Secretary Birmingham Steel Corporation 1000 Urban Center Parkway Suite 300 Birmingham, Alabama 35242 Attention: Catherine W. Pecher RE: DIRECTOR NOMINEES OF BIRMINGHAM STEEL CORPORATION SHAREHOLDER GROUP Dear Sir or Madam: This letter is sent on behalf of the group of shareholders (the "Group") of Birmingham Steel Corporation (the "Company") more particularly described in the Schedule 13D filed by the Group with the United States Securities and Exchange Commission on July 29, 1999 (the "Schedule 13D"). A copy of the Schedule 13D was hand delivered and sent certified mail to you on July 29, 1999. As discussed in the Schedule 13D, the Group intends to nominate a slate of directors for election at the Company's 1999 Annual Meeting of Shareholders (the "Annual Meeting") in opposition to persons nominated by the Company's management. In accordance with Article I, Section 10 of the Company's Bylaws, this letter will serve to notify the Company of the Group's director nominees (the "Nominees") and will provide certain information regarding the Nominees required to be submitted to the Company. NAMES AND BACKGROUNDS OF NOMINEES The Company currently has nine directors, all of whose terms will expire at the Annual 2 BURR & FORMAN LLP Birmingham Steel Corporation August 13, 1999 Page No. 2 Meeting. The Group knows of no plans by the Company to increase the number of directors on the Board. However, the Group reserves the right to nominate additional persons if there is an increase in the number of directors by the Company. Based on the foregoing, the Group will nominate the following nine individuals as directors for election at the Annual Meeting: 1. JOHN D. CORRENTI, age 52, is currently self employed as a consultant. Mr. Correnti served in various capacities at Nucor Corporation, a manufacturer of steel products, from 1980 until June 1999, including most recently as Vice Chairman of the Board of Directors, President and Chief Executive Officer. Mr. Correnti currently serves on the Board of Directors of Harnischfeger Industries and Navistar International Corporation. Mr. Correnti's business address is 6833 Aronomink Drive, Charlotte, North Carolina 28210. 2. JAMES A. TODD, JR., age 71, is retired. Mr. Todd was the Chief Executive Officer and Chairman of the Board of Directors of the Company from 1991 until January 1996. He served as an employee and Director of the Company from January 1996 until retiring in August 1996 and as a consultant to the Chairman of the Board from August 1996 until December 1996. Mr. Todd is a director of Kinross Gold Corporation. 3. JAMES W. MCGLOTHLIN, age 59, has been President, Chief Executive Officer, and Chairman of the Board of Directors of The United Company, since 1987. The United Company is primarily engaged in the business of financial services and also invests in or has operations in oil and gas, real estate and golf development, cogeneration, and construction supply and distribution. Mr. McGlothlin serves on the Board of Directors of CSX Corporation. Mr. McGlothlin's business address is 1005 Glenway Avenue, Bristol, Virginia 24203. 4. DONNA M. ALVARADO, age 50, has been President of Aguila International, an international business development consulting firm, since 1994. Ms. Alvarado was President and Chief Executive Officer of Quest International, a non-profit organization engaged worldwide in developing, publishing and marketing training products for public and private education systems, from 1989 to 1994. Ms. Alvarado is a director of Harnischfeger Industries and Park National Bank. Ms. Alvarado's business address is 91 Jefferson Avenue, Columbus, Ohio 43215. 5. ROBERT M. GERRITY, age 61, has been self-employed as a consultant since 1995. Mr. Gerrity was Vice Chairman and a member of the Board of Directors of New Holland N.V., an agricultural and industrial equipment manufacturing company, from 1991 to 1995. From 1987 to 1991, Mr. Gerrity served as the President and Chief Executive Officer of Ford New Holland Inc., an agricultural and industrial equipment manufacturing company subsequently consolidated into 3 BURR & FORMAN LLP Birmingham Steel Corporation August 13, 1999 Page No. 3 New Holland N.V. Prior thereto, Mr. Gerrity served in various management capacities at Ford Motor Company, including President of Ford of Brazil. Mr. Gerrity is currently a director of Standard Motor Products and Harnischfeger Industries. He also served as a director of Rubbermaid Inc. from 1992 to 1998. Mr. Gerrity's business address is 114 Division Street, Bellaire, Michigan 49615. 6. ALVIN R. CARPENTER, age 57, has been President and CEO of CSX Transportation, Inc., a railroad transportation company and a wholly-owned subsidiary of CSX Corporation, since 1991. Mr. Carpenter has also been Vice Chairman of CSX Corporation since July, 1999. Mr. Carpenter served as Executive Vice President of Sales and Marketing at CSX Transportation from 1989 to 1991. Mr. Carpenter's business address is 50 North Laura Street, Jacksonville, Florida 32202. 7. ROBERT H. SPILMAN, age 71, is sole-proprietor of Spilman Properties, an investment company. Mr. Spilman served in various capacities at Bassett Furniture Industries, Inc., a manufacturer and retail seller of home furniture, from 1957 until 1997, including as Chief Executive Officer and Chairman of the Board of Directors. Mr. Spilman currently serves as director of The Pittston Company and Dominion Resources. 8. JERRY E. DEMPSEY, age 66, is retired. Mr. Dempsey was Chief Executive Officer and Chairman of the Board of Directors of PPG Industries, Inc., a manufacturer of protective and decorative coatings, fiberglass products, and specialty chemicals, from 1993 until 1997. Mr. Dempsey was President and Chief Executive Officer of Chemical Waste Management and Senior Vice President of WMX Technologies, from 1985 until 1993. Mr. Dempsey is a director of Eastman Chemical Company and Navistar International Corporation. 9. STEVEN R. BERRARD, age 45, has been President and Co-Chief Executive Officer of AutoNation, Inc., an automotive retailer, since 1997. AutoNation, Inc. also operates an automotive rental business which includes Alamo Rent-A-Car, National Car Rental Systems, Inc., and Car Temps USA. Prior to joining AutoNation, Mr. Berrard served as President and Chief Executive Officer of the Blockbuster Entertainment Group, a division of Viacom Inc. From 1988 until 1992, Mr. Berrard served as Senior Vice President and Chief Executive Officer of Blockbuster Entertainment Corp. and also served as Vice Chairman of Blockbuster Entertainment Corp. from 1990 until 1996. Mr. Berrard currently serves as a director of Gerald Stevens, Inc. and Florida Panthers Holdings, Inc. 4 BURR & FORMAN LLP Birmingham Steel Corporation August 13, 1999 Page No. 4 Each of the above individuals has executed a Consent of Nominee Form and is a bona fide nominee as defined in Rule 14a-4(d) of Regulation 14A promulgated under the Securities Exchange Act of 1934. Copies of the executed Consent of Nominee Forms are attached as Exhibit A to this letter. In addition to being slated as a director by the Group, Mr. Correnti has been slated to be Chairman of the Board of Directors and Chief Executive Officer of the Company pursuant to an Agreement in Principle dated July 16, 1999 (the "Agreement in Principle") between Mr. Correnti and The United Company. Pursuant to the Agreement in Principle, Correnti has agreed to provide the Group with consulting services involving the Group's proxy campaign. A copy of the Agreement in Principle was delivered to the Company on July 29, 1999 as Exhibit B to the Schedule 13D. BENEFICIAL STOCK OWNERSHIP OF NOMINEES The following table discloses shares of the Company's common stock owned beneficially by Nominees.
Number of Shares Percent of Nominee Beneficially Owned Class (1) ------- ------------------ ---------- James W. McGlothlin 1,980,200 (2) 6.7% James A. Todd, Jr. 193,603 (3) 0.7% John D. Correnti 100,000 (4) 0.3%
- --------------- Note: Mr. McGlothlin, Mr. Todd, and Mr. Correnti are the only Nominees that beneficially own securities of the Company. (1) Such percentages are based upon the number of shares of common stock reported to be outstanding in the Company's Form 10Q for the fiscal quarter ended March 31, 1999. (2) The basis upon which the beneficial ownership of Mr. McGlothlin is calculated is set forth as follows: (a) Mr. McGlothlin is either a direct or indirect controlling owner of the following entities (i) United Management Company, LLC, a Delaware limited liability company ("Management Company"), (ii) United Opportunities Fund, LLC, a Delaware limited liability company ("UO Fund"), and (iii) The Summit Fund, LLC, a Delaware limited liability company ("Summit Fund") (the foregoing entities, being collectively referred to herein as the "United Group"). Additionally, Mr. McGlothlin may be deemed to control the investment decisions of UC Investment Trust (the "UCI Trust") which operates the UC Investment Fund (the "UCI Fund"), a 5 BURR & FORMAN LLP Birmingham Steel Corporation August 13, 1999 Page No. 5 publicly traded mutual fund, by virtue of his control of the Management Company, the investment manager of the UCI Fund. By reason of his control of the foregoing entities, Mr. McGlothlin may be deemed the beneficial owner of the following shares owned directly by such entities:
Entity Number of Shares ------ ---------------- UO Fund 1,635,300 Summit Fund 190,100 UCI Trust 90,800 --------- Total 1,916,200
(b) Management Company is the beneficial owner of 39,000 Shares which are held in certain individual discretionary investment accounts managed by Management Company. Management Company has sole voting and disposition power over the Shares held in these discretionary investment accounts. By virtue of his control of Management Company, Mr. McGlothlin may be deemed the beneficial owners of these 39,000 Shares. (c) Mr. McGlothlin may be deemed the beneficial owner of 25,000 Shares owned directly by his wife, Frances McGlothlin. (3) Includes 119,054 shares owned directly by Mr. Todd and 74,549 shares owned directly by his wife, Mary Margaret Todd. (4) Under the Agreement in Principle, the United Group has agreed to grant Correnti an option to purchase from the United Group 100,000 of the shares owned by the United Group at an exercise price of $4.88. TRANSACTIONS IN COMMON STOCK DURING LAST TWO YEARS A summary of all common stock of the Company purchased and sold by Nominees during the last two years is attached hereto as Exhibit B. ADDITIONAL INFORMATION Mr. Todd retired from the Company in August 1996 under the provisions of the Company's Management Security Plan providing for annual retirement payments for twenty years and a split 6 BURR & FORMAN LLP Birmingham Steel Corporation August 13, 1999 Page No. 6 dollar life insurance policy. Subsequent to Mr. Todd's retirement, the Company amended and restated the Management Security Plan to constitute the Company's Executive Retirement and Compensation Deferral Plan (as amended and restated, the "Security Plan"). Pursuant to the Security Plan, Mr. Todd received approximately $236,440 in retirement benefits in 1998 and for the current calendar year has received approximately $140,113 through August 13, 1999. The Security Plan provides that upon a change of control in the Company (including, under certain circumstances, a majority change in the Board of Directors), all vested benefits payable under the Security Plan will be accelerated and distributed to participants in the Security Plan. Mr. Todd is a director and shareholder of EMSOURCE, Inc. ("Emsource"), an environmental remediation company. On December 23, 1997, the Company and Emsource entered into an Agreement of Sale whereby the Company conveyed to Emsource a parcel of land formerly occupied by Norfolk Steel Corporation (the "Site"). Pursuant to the Agreement of Sale, a trust fund was established to fund the remediation and long term monitoring of the Site. Emsource received a fee of approximately $72,500 for its remediation services. Under the Agreement of Sale, the Company held a mortgage on the Site of up to $390,000 (the "Mortgage"). On December 4, 1998, Emsource sold a portion of the Site to a third party and Emsource distributed a portion of the sales proceeds to the Company in satisfaction of the Mortgage. Except as described herein, no Nominee (a) has, during the past ten years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), (b) has borrowed any funds for the purpose of acquiring or holding any securities of the Company, (c) has, within the past year, been a party to any contract, arrangement or understanding with any person with respect to securities of the Company, (d) has any arrangement or understanding with respect to any future employment by the Company or its affiliates, (e) has any arrangement or understanding with respect to any future transactions to which the Company or its affiliates will or may be a party, or (f) is a party in a material legal proceeding adverse to the Company or its subsidiaries. Except as disclosed herein, during the past five years, no Nominee (a) has been involved in a petition under the federal bankruptcy laws or any state insolvency law, or the appointment of a receiver, fiscal agent, or similar officer for his or her property or the property of any partnership in which he or she was a general partner, or any corporation in which he or she was an executive officer; (b) has been subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction enjoining him or her from or otherwise limiting for more than 60 days his or her right to (i) act as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, or other person regulated by The Commodity Futures Trading Commission, or an 7 BURR & FORMAN LLP Birmingham Steel Corporation August 13, 1999 Page No. 7 associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, (ii) engage in any type of business practice, or (iii) engage in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws, or (c) has been found by a court of competent jurisdiction or the Securities and Exchange Commission to have violated any federal or state securities laws. Except as described herein, no Nominee (a) has engaged in any transaction or series of transactions since the beginning of the Company's last fiscal year, or in any currently proposed transaction, to which the Company or any of its subsidiaries is a party in which the amount involved exceeds $60,000, or (b) has been indebted to the Company or its subsidiaries at any time since the beginning of the Company's last fiscal year in an amount in excess of $60,000. Except as described herein, no Nominee is, or during the last fiscal year has been, an executive officer of, or owns, or during the last fiscal year has owned, of record or beneficially in excess of a 10 percent equity interest in any business (a) which has made or received payments to or from the Corporation or its subsidiaries for property or services during the Company's last fiscal year or proposes to make such payments during the current fiscal year in excess of five percent of the Company's consolidated gross revenues for its last full fiscal year or the other entity's consolidated gross revenues for its last full fiscal year, or (b) which the Company was indebted to at the end of the Company's last fiscal year in an aggregate amount in excess of five percent of the Company's total consolidated assets at the end of such fiscal year. No Nominee is, or during the last fiscal year has been (a) a member of, or of counsel to, a law firm that the Company has retained during the last fiscal year or proposes to retain during the current fiscal year, or (b) a partner or executive officer of any investment banking firm that has performed services for the Company. Very truly yours, /s/ Jerry F. Perkins, Jr. Jerry F. Perkins Jr. JFPjr:kdm cc: Peter Atkins (via facsimile) 8 EXHIBIT A CONSENT OF NOMINEE FORMS [see attached] 9 CONSENT OF NOMINEE John D. Correnti ("Nominee") does hereby acknowledge and consent to his or her nomination (the "Nomination") for election to the Board of Directors of Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the Company's 1999 Annual Meeting of Shareholders. Nominee further acknowledges and consents that the Nomination will be made by a group of the Company's shareholders (the "Shareholder Group") in order to comprise a slate of directors in opposition to nominations for director made by the Company's management. Nominee further consents to the inclusion of the Nomination in the Shareholder Group's proxy statement and proxy form and Nominee agrees to serve as a director of the Company if so elected. Nominee acknowledges that the Shareholder Group is comprised of those persons more particularly described in that certain Schedule 13D filed by the Shareholder Group on July 29, 1999 with the United States Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee this 10 day of August, 1999. /s/ John D. Correnti ----------------------------------- Print Name: John D. Correnti ------------------------ 10 CONSENT OF NOMINEE James A. Todd, Jr. ("Nominee") does hereby acknowledge and consent to his or her nomination (the "Nomination") for election to the Board of Directors of Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the Company's 1999 Annual Meeting of Shareholders. Nominee further acknowledges and consents that the Nomination will be made by a group of the Company's shareholders (the "Shareholder Group") in order to comprise a slate of directors in opposition to nominations for director made by the Company's management. Nominee further consents to the inclusion of the Nomination in the Shareholder Group's proxy statement and proxy form and Nominee agrees to serve as a director of the Company is so elected. Nominee acknowledges that the Shareholder Group is comprised of those persons more particularly described in that certain Schedule 13D filed by the Shareholder Group on July 29, 1999 with the United States Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee this 10th day of August, 1999. /s/ James A. Todd, Jr. ------------------------------------ Print Name: James A. Todd, Jr. ------------------------ 11 CONSENT OF NOMINEE James W. McGlothlin ("Nominee") does hereby acknowledge and consent to his or her nomination (the "Nomination") for election to the Board of Directors of Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the Company's 1999 Annual Meeting of Shareholders. Nominee further acknowledges and consents that the Nomination will be made by a group of the Company's shareholders (the "Shareholder Group") in order to comprise a slate of directors in opposition to nominations for director made by the Company's management. Nominee further consents to the inclusion of the Nomination in the Shareholder Group's proxy statement and proxy form and Nominee agrees to serve as a director of the Company is so elected. Nominee acknowledges that the Shareholder Group is comprised of those persons more particularly described in that certain Schedule 13D filed by the Shareholder Group on July 29, 1999 with the United States Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee this 4th day of August, 1999. /s/ James W. McGlothlin ------------------------------------ Print Name: James W. McGlothlin ------------------------ 12 CONSENT OF NOMINEE Donna Maria Alvarado ("Nominee") does hereby acknowledge and consent to his or her nomination (the "Nomination") for election to the Board of Directors of Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the Company's 1999 Annual Meeting of Shareholders. Nominee further acknowledges and consents that the Nomination will be made by a group of the Company's shareholders (the "Shareholder Group") in order to comprise a slate of directors in opposition to nominations for director made by the Company's management. Nominee further consents to the inclusion of the Nomination in the Shareholder Group's proxy statement and proxy form and Nominee agrees to serve as a director of the Company if so elected. Nominee acknowledges that the Shareholder Group is comprised of those persons more particularly described in that certain Schedule 13D filed by the Shareholder Group on July 29, 1999 with the United States Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee this 9th day of August, 1999. /s/ Donna Maria Alvarado ------------------------------------ Print Name: Donna Maria Alvarado ------------------------ 13 CONSENT OF NOMINEE Robert M. Gerrity ("Nominee") does hereby acknowledge and consent to his or her nomination (the "Nomination") for election to the Board of Directors of Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the Company's 1999 Annual Meeting of Shareholders. Nominee further acknowledges and consents that the Nomination will be made by a group of the Company's shareholders (the "Shareholder Group") in order to comprise a slate of directors in opposition to nominations for director made by the Company's management. Nominee further consents to the inclusion of the Nomination in the Shareholder Group's proxy statement and proxy form and Nominee agrees to serve as a director of the Company if so elected. Nominee acknowledges that the Shareholder Group is comprised of those persons more particularly described in that certain Schedule 13D filed by the Shareholder Group on July 29, 1999 with the United States Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee this 9th day of August, 1999. /s/ Robert M. Gerrity ------------------------------------ Print Name: Robert M. Gerrity ------------------------ 14 CONSENT OF NOMINEE Alvin R. Carpenter ("Nominee") does hereby acknowledge and consent to his or her nomination (the "Nomination") for election to the Board of Directors of Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the Company's 1999 Annual Meeting of Shareholders. Nominee further acknowledges and consents that the Nomination will be made by a group of the Company's shareholders (the "Shareholder Group") in order to comprise a slate of directors in opposition to nominations for director made by the Company's management. Nominee further consents to the inclusion of the Nomination in the Shareholder Group's proxy statement and proxy form and Nominee agrees to serve as a director of the Company if so elected. Nominee acknowledges that the Shareholder Group is comprised of those persons more particularly described in that certain Schedule 13D filed by the Shareholder Group on July 29, 1999 with the United States Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee this 9th day of August, 1999. /s/ Alvin R. Carpenter ------------------------------------ Print Name: Alvin R. Carpenter ------------------------ 15 CONSENT OF NOMINEE Robert H. Spilman ("Nominee") does hereby acknowledge and consent to his or her nomination (the "Nomination") for election to the Board of Directors of Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the Company's 1999 Annual Meeting of Shareholders. Nominee further acknowledges and consents that the Nomination will be made by a group of the Company's shareholders (the "Shareholder Group") in order to comprise a slate of directors in opposition to nominations for director made by the Company's management. Nominee further consents to the inclusion of the Nomination in the Shareholder Group's proxy statement and proxy form and Nominee agrees to serve as a director of the Company if so elected. Nominee acknowledges that the Shareholder Group is comprised of those persons more particularly described in that certain Schedule 13D filed by the Shareholder Group on July 29, 1999 with the United States Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee this 11th day of August, 1999. /s/ Robert H. Spilman ------------------------------------ Print Name: Robert H. Spilman ------------------------ 16 CONSENT OF NOMINEE Jerry E. Dempsey ("Nominee") does hereby acknowledge and consent to his or her nomination (the "Nomination") for election to the Board of Directors of Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the Company's 1999 Annual Meeting of Shareholders. Nominee further acknowledges and consents that the Nomination will be made by a group of the Company's shareholders (the "Shareholder Group") in order to comprise a slate of directors in opposition to nominations for director made by the Company's management. Nominee further consents to the inclusion of the Nomination in the Shareholder Group's proxy statement and proxy form and Nominee agrees to serve as a director of the Company if so elected. Nominee acknowledges that the Shareholder Group is comprised of those persons more particularly described in that certain Schedule 13D filed by the Shareholder Group on July 29, 1999 with the United States Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee this 11th day of August, 1999. /s/ Jerry E. Dempsey ------------------------------------ Print Name: Jerry E. Dempsey ------------------------ 17 CONSENT OF NOMINEE Steven R. Berrard ("Nominee") does hereby acknowledge and consent to his or her nomination (the "Nomination") for election to the Board of Directors of Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the Company's 1999 Annual Meeting of Shareholders. Nominee further acknowledges and consents that the Nomination will be made by a group of the Company's shareholders (the "Shareholder Group") in order to comprise a slate of directors in opposition to nominations for director made by the Company's management. Nominee further consents to the inclusion of the Nomination in the Shareholder Group's proxy statement and proxy form and Nominee agrees to serve as a director of the Company if so elected. Nominee acknowledges that the Shareholder Group is comprised of those persons more particularly described in that certain Schedule 13D filed by the Shareholder Group on July 29, 1999 with the United States Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee this 12th day of August, 1999. /s/ Steven R. Berrard ------------------------------------ Print Name: Steven R. Berrard ------------------------ 18 EXHIBIT B TRANSACTIONS IN COMMON STOCK DURING LAST TWO YEARS
UO Fund Trade Type of Date Transaction # of Shares ---- ----------- ----------- 07/30/98 Purchase 5,500 07/31/98 Purchase 100 08/05/98 Purchase 15,000 08/06/98 Purchase 7,000 08/10/98 Purchase 23,900 08/11/98 Purchase 10,000 08/13/98 Purchase 6,000 08/14/98 Purchase 15,000 08/17/98 Purchase 10,000 08/21/98 Purchase 9,000 08/26/98 Purchase 10,000 08/27/98 Purchase 15,000 09/03/98 Purchase 80,000 09/04/98 Purchase 50,000 09/08/98 Purchase 50,000 09/09/98 Purchase 30,000 09/10/98 Purchase 50,000 09/11/98 Purchase 80,000 09/18/98 Purchase 20,000 09/24/98 Purchase 20,000 09/25/98 Purchase 80,000 09/28/98 Purchase 10,000
19 10/01/98 Purchase 15,000 10/05/98 Purchase 40,000 06/07/99 Purchase 10,000 06/08/99 Purchase 58,500 06/10/99 Purchase 93,900 07/19/99 Purchase 97,000 07/20/99 Purchase 41,000 07/20/99 Sale 1,000 07/21/99 Purchase 96,500 07/22/99 Purchase 102,600 07/23/99 Purchase 95,000 07/26/99 Purchase 99,000 07/27/99 Purchase 167,500 07/28/99 Purchase 117,800 08/03/99 Purchase 3,000 08/04/99 Purchase 3,000 Management Company(1) 07/30/98 Purchase 500 08/11/98 Purchase 1,500 08/25/98 Purchase 2,500 08/27/98 Purchase 500 09/04/98 Purchase 1,000 09/08/98 Purchase 2,000 06/09/99 Purchase 7,500 06/10/99 Purchase 10,000 06/11/99 Purchase 5,000
20 07/26/99 Purchase 2,000 07/28/99 Purchase 6,000 UCI Trust 06/14/99 Purchase 55,000 06/16/99 Purchase 35,800 James W. McGlothlin 07/19/99 Purchase 25,000(2) The Summit Fund LLC 08/26/98 Purchase 25,000 09/01/98 Purchase 1,900 09/02/98 Purchase 13,200 09/03/98 Purchase 30,000 09/04/98 Purchase 15,000 09/09/98 Purchase 10,000 10/02/98 Purchase 15,000 James A. Todd 1/10/97 Sale 13,300 1/13/97 Sale 17,700 1/14/97 Sale 6,500 1/15/97 Sale 9,200 1/16/97 Sale 25,300 1/17/97 Sale 19,400
21 01/21/97 Sale 2,132 01/22/97 Sale 8,500 08/28/97 Sale 80,272 05/27/98 Sale 7,650
(1) Represents shares purchased by Management Company on behalf of discretionary account clients. (2) Represents 25,000 shares purchased by Mr. McGlothlin's wife, Frances McGlothlin. Mr. McGlothlin may be deemed to beneficially own the 25,000 shares purchased by his wife. -----END PRIVACY-ENHANCED MESSAGE-----