-----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, HXf+MsqNir5GUpmtXAT5ahzlG7Pmaj22WHGVjbxBGjSH0qbs1AI3eEyP74QD9dCb xYP2Vq8u9bA0OwaWbwjUYQ== 0000950144-99-011321.txt : 19990922 0000950144-99-011321.hdr.sgml : 19990922 ACCESSION NUMBER: 0000950144-99-011321 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990921 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: 99714467 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 / THE UNITED COMPANY 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* 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) September 17, 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 13D - AMENDMENT NO. 4 The undersigned hereby amend their Schedule 13D Statement dated July 29, 1999, as amended by Amendment No. 1 dated August 16, 1999, as amended by Amendment No. 2 dated August 24, 1999, as further amended by Amendment No. 3 dated September 10, 1999 (the "Schedule 13D"), 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 No material change. ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby amended to add the following: The Group will also solicit proxies to execute a written consent on behalf of the Company's shareholders. The written consent action will seek to remove and replace the Company's current Board of Directors with the Group's director nominees. By letter to the Company dated September 17, 1999, James A. Todd, Jr. indicated the intent of the Group to act by written consent and requested the Board of Directors set a record date for the consent action pursuant to Article IV, Section 5, Paragraph B of the Company's Bylaws. A copy of the letter is attached hereto as Exhibit I. The Company is currently negotiating with lenders who are parties to the Company's $300,000,000 Revolving Credit Agreement and two Note Purchase Agreements pursuant to which notes in the aggregate principal amounts of $150,000,000 and $130,000,000 have been issued by the Company. By letter dated September 17, 1999, the Group requested that in connection with these negotiations, the Company have the Revolving Credit Agreement and Note Purchase Agreements amended to eliminate the event of default and put options, respectively, that occur upon a change of control resulting from a replacement of a majority of the board of directors without the current board's consent. A copy of the letter is attached hereto as Exhibit J. 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER 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 I: Letter to Company dated September 17, 1999 noticing Group's intent to seek written consent action and requesting Board of Directors set consent action record date. Exhibit J: Letter to Company dated September 17, 1999 from Group requesting Company negotiate change of control provisions in Company debt instruments. 5 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: September 21, 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 Director 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 6 /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.(I) 2 LETTER TO COMPANY 1 EXHIBIT I JAMES A. TODD, JR. 2005 Garden Place Mountain Brook, Alabama 35223 (205) 871-8544 Fax: (205) 879-8633 VIA HAND DELIVERY AND CERTIFIED MAIL RETURN RECEIPT REQUESTED September 17, 1999 Catherine W. Pecher, Secretary Birmingham Steel Corporation 1000 Urban Center Drive Suite 300 Birmingham, Alabama 35242-2516 Dear Ms. Pecher: Pursuant to Article IV, Section 5, Paragraph B of the Bylaws of Birmingham Steel Corporation, I hereby give notice of my intention to seek to have the stockholders of the Corporation authorize or take corporate action by written consent and hereby request the Board of Directors to fix a Record Date in order to determine the stockholders entitled to consent to corporate action in writing without a meeting. Sincerely, /s/ James A. Todd Jr. James A. Todd, Jr. cc: Peter Atkins Charles E. Richardson, III EX-99.(J) 3 LETTER TO COMPANY 1 EXHIBIT J [BURR & FORMAN LLP LETTERHEAD] ATTORNEYS AND COUNSELORS Gene T. Price Post Office Box 830719 Direct Dial (205) 458-5328 Birmingham, Alabama 35283-0719 E-Mail: GPRICE@BURR.COM (205) 251-3000 (205) 458-5100 (Fax) September 17, 1999 HAND DELIVERY AND CERTIFIED MAIL Board of Directors of Birmingham Steel Corporation c/o Charles E. Richardson III, General Counsel 1000 Urban Center Parkway Suite 300 Birmingham, Alabama 35242 RE: Renegotiation of Company Indebtedness Gentlemen: As you are aware, we represent a group of shareholders (the "Group") lead by The United Company, John Correnti and James A. Todd, Jr. who are seeking, through proxy solicitations, to remove the current Board of Directors of Birmingham Steel Corporation and replace them with a slate nominated by the Group. As you are also aware, if the Group is successful in its efforts, the change in the Board of Directors will result in a change of control under the Company's $300,000,000 Revolving Credit Agreement (the "Revolving Credit Agreement") and the two Note Purchase Agreements (the "Note Purchase Agreements") pursuant to which notes in the aggregate principal amounts of $150,000,000 and $130,000,000 have been issued by the Company, respectively. A change of control under the Revolving Credit Agreement constitutes an event of default, and a change of control under the Note Purchase Agreements gives the noteholders put options with respect to the notes. The Group also understands that the Company is currently negotiating with the banks who are parties to the Revolving Credit Agreement and the noteholders who hold notes pursuant to the Note Purchase Agreements to renegotiate the terms of those agreements. The Group hereby requests that in connection with those negotiations, you have the Revolving Credit Agreement and Note Purchase Agreements amended to eliminate the event of default and put options, respectively, that occur upon a change of control resulting from a replacement of a majority of the board without the current board's consent. The Group believes that such a change would be in the best interest of the Company and its shareholders and would eliminate uncertainties that arise with respect to the Company's indebtedness. Sincerely yours, /s/ Gene T. Price --------------------------------- Gene T. Price GTP/cbm cc: Mr. John D. Correnti Mr. James A. Todd, Jr. Mr. Wayne L. Bell Birmingham SouthTrust Tower 420 North Twentieth Street, Suite 3100 Birmingham, Alabama 35203 (205) 251-3000 Huntsville Regency Center 400 Meridian Street, Suite 204 Huntsville, Alabama 35801 (256) 551-0010 Atlanta One Georgia Center 600 West Peachtree Street, Suite 1200 Atlanta, Georgia 30308 (404) 815-3000 -----END PRIVACY-ENHANCED MESSAGE-----