-----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, VlkbnAkkD2/KMhlTM9eWyss8mJ4+Um3CYF2k296mnfB0xY+S19oWhEzgjNz0yxX8 RB1MaoY1idSNf9ZGhTaD4A== 0000950144-99-010683.txt : 19990827 0000950144-99-010683.hdr.sgml : 19990827 ACCESSION NUMBER: 0000950144-99-010683 CONFORMED SUBMISSION TYPE: PREC14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990826 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: PREC14A SEC ACT: SEC FILE NUMBER: 001-09820 FILM NUMBER: 99699658 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: PREC14A 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 PREC14A 1 BIRMINGHAM STEEL / UNITED CO SHAREHOLDER GROUP 1 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Birmingham Steel Corporation - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) The United Company Shareholder Group - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ [ ] Fee paid previously with preliminary materials: ---------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ 2 For immediate release BIRMINGHAM STEEL CORPORATION SHAREHOLDER GROUP FILES PROXY Bristol, VA--(August 24, 1999)--A concerned group of Birmingham Steel (NYSE:BIR) shareholders today filed a preliminary proxy statement with the SEC seeking to replace Birmingham Steel's Board of Directors and name John Correnti as Chairman and CEO at the annual meeting of shareholders to be held in October. The United Company Shareholder Group includes long-term shareholders and represents 2,309,303 shares of Birmingham stock, or approximately 7.8 percent of shares outstanding. A slate of nine directors proposed by The United Company Shareholder Group (the "Group) is led by Mr. John D. Correnti, slated as Chairman and CEO of Birmingham Steel, who was most recently Vice Chairman, President and Chief Executive Officer of Nucor Corporation, Charlotte, North Carolina. According to the proxy filing, Birmingham Steel's stock has over the last two years provided lower than forecast earnings and underperformed both the S&P500 stock index and an index of peer group companies. On August 18, Birmingham Steel announced a restructuring program which will delay and impact the fourth quarter earnings release. As stated in the filing, the Group does not believe that the performance of current management evidences an ability to manage the present organization and thus complete a restructuring. At issue is which Board and CEO can restore the value of the Birmingham Steel stock and repair relationships with Birmingham Steel's shareholders, customers, employees and suppliers. Birmingham Steel has not as yet filed its proxy for the annual shareholder meeting nor issued its results for the fourth quarter, which ended June 30. The United Company Shareholder Group is a group of concerned Birmingham Steel shareholders with a principal address in Bristol, Virginia. Birmingham Steel operates in the mini-mill sector of the steel industry and conducts operations at facilities located across the United States. ### for further information, contact the Group at (205) 458-5357
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