0000950109-01-504059.txt : 20011009 0000950109-01-504059.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950109-01-504059 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUCOR CORP CENTRAL INDEX KEY: 0000073309 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 131860817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-85375 FILM NUMBER: 1751154 BUSINESS ADDRESS: STREET 1: 2100 REXFORD RD CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043667000 MAIL ADDRESS: STREET 1: 2100 REXFORD ROAD CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: AZTEC MECHANICAL CONTRACTORS INC DATE OF NAME CHANGE: 19660629 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR CORP OF AMERICA INC DATE OF NAME CHANGE: 19680911 424B3 1 d424b3.txt REOFFERING PROSPECTUS Form S-8 File Nos. 33-27120, 33-56649, 2-84117, 2-50058, 2-55941, 2-69914, 2-51735, and 333-85375 Rule 424(b) PROSPECTUS NUCOR CORPORATION 960,562 shares Common Stock Par Value $.40 Per Share The shares offered hereby are being offered by senior officers or directors of Nucor Corporation who may be deemed affiliates of Nucor. See "Selling Stockholders" herein. Such shares will be sold on any stock exchange on which Nucor's Common Stock is then listed, at prices then prevailing on such exchange, or in other transactions at negotiated prices. Nucor will receive no sales proceeds. Net proceeds to Selling Stockholders will be the proceeds received by them upon such sales less brokerage commissions, if any. Nucor's Common Stock is listed on the New York Stock Exchange. The closing price on that exchange on August 31, 2001 was $48.60 per share. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE SECURITIES COMMISSION NOR HAS ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ No person has been authorized to give any information or to make any representations, other than as contained herein, in connection with the offer contained in this Prospectus, and, if given or made, such information or representations must not be relied upon. The date of this Prospectus is September 24, 2001 September 24, 2001 Prospectus Senior Officers and Directors AVAILABLE INFORMATION --------------------- Nucor Corporation ("Nucor") is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information (including the annual report on Form 10-K for last year and the proxy statement for this year's annual meeting of stockholders) can be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission and at the New York Stock Exchange, on which the Common Stock of Nucor is listed. The public may obtain information on the operation of the public reference facilities by calling the Securities and Exchange Commission at 1-800-SEC-0330. In addition, the Securities and Exchange Commission maintains an Internet site that contains the reports, proxy statements and other information that Nucor files with the Securities and Exchange Commission. The address of the Internet site is www.sec.gov. DOCUMENTS INCORPORATED BY REFERENCE ----------------------------------- The following documents filed with the Securities and Exchange Commission are incorporated in this Prospectus by reference: (a) Form 10-K for the year ended December 31, 2000; (b) Form 10-Q for the quarters ended March 31, 2001 and June 30, 2001; (c) Definitive proxy statement for the 2001 annual meeting of stockholders; (d) The description of Nucor's Common Stock contained in the registration statement filed under Section 12 of the Act, including any amendment or report filed to update such description. All reports and other documents subsequently filed by Nucor pursuant to Sections 13, 14, and 15(d) of the Act, prior to filing a post-effective Amendment which indicates that all Common Stock offered hereby has been sold (or which deregisters all Common Stock remaining unsold) shall be deemed to be incorporated by reference herein and to be made a part of this Prospectus from the date of their filing. Each person to whom this Prospectus is sent or given will, on written or oral request and without charge, be furnished a copy of any document incorporated herein by reference. Requests should be made to Nucor's corporate secretary at Nucor's address or telephone number appearing herein. IDENTITY OF ISSUER ------------------ Nucor was incorporated under Delaware law in 1958. Nucor's executive offices are located at 2100 Rexford Road, Charlotte, North Carolina, 28211, and its telephone number is 704/366-7000. -2- SELLING STOCKHOLDERS -------------------- The table on the following page sets forth as of August 31, 2001, certain information about the Selling Stockholders, all of whom are senior officers or directors of Nucor, with an address c/o Nucor, 2100 Rexford Road, Charlotte, North Carolina, 28211. The figures appearing in the column entitled "Shares Beneficially Owned" represent shares of common stock over which the indicated beneficial owner exercises voting and/or investment power, including shares that may be acquired upon the exercise of options granted by Nucor pursuant to its Key Employees Incentive Stock Option Plans and its Non-Employee Director Stock Option Plan. The figures appearing in the column entitled "Shares Offered Hereby" were or are to be acquired (1) upon the exercise of options granted by Nucor pursuant to its Key Employees Incentive Stock Option Plans, (2) upon the exercise of options granted by Nucor pursuant to its Non-Employee Director Stock Option Plan, (3) pursuant to Nucor's Senior Officers Incentive Stock Compensation Plan, (4) pursuant to Nucor's Employee Monthly Stock Investment Plan, and (5) pursuant to Nucor's Employee Stock Ownership Plan. The figures appearing in the column entitled "Shares Beneficially Owned After Offering" represent the shares that would be owned be each selling stockholder assuming all offered shares are sold. The Selling Stockholders may from time to time offer all or part of the foregoing shares in the manner set forth on the cover page of this Prospectus. In addition, they may from time to time offer, pursuant to this Prospectus, additional shares to be acquired pursuant to the above Plans. Nucor will pay the expenses of this Prospectus but will receive no sales proceeds. -3- September 24, 2001 Prospectus Senior Officers and Directors
Shares Shares Shares Beneficially Beneficially Offered Owned After Names and Positions Owned Hereby Offering ------------------------------------------------ ---------------- ----------- ---------------- James R. Beard, Vice President 17,390 16,848 542 A. Jay Bowcutt, Vice President 40,814 40,814 0 Peter C. Browning, Non-executive Chairman 2,122 675 1,447 James E. Campbell, Vice President 44,596 43,596 1,000 David L. Chase, Vice President 12,981 12,981 0 James M. Coblin, Vice President 19,642 19,642 0 James R. Darsey, Vice President 37,172 37,172 0 Jerry V. DeMars, Vice President 35,306 35,306 0 Daniel R. DiMicco, Vice Chairman, President and Chief Executive Officer 53,237 53,237 0 John J. Ferriola, Vice President 27,800 27,800 0 Harvey B. Gantt, Director 1,250 450 800 Ladd R. Hall, Vice President 31,175 31,175 0 Victoria F. Haynes, Director 1,067 450 617 James D. Hlavacek, Director 2,150 450 1,700 Donald N. Holloway, Vice President 175,337 175,337 0 James R. Landrum, Vice President 14,296 14,296 0 Terry S. Lisenby, Chief Financial Officer, Treasurer and Executive Vice President 38,383 38,383 0 Hamilton Lott, Jr., Executive Vice President 52,235 52,235 0 Harry R. Lowe, Vice President 31,518 28,490 3,028 D. Michael Parrish, Executive Vice President 55,783 55,783 0 James W. Ronner, Vice President 34,612 34,612 0 Joseph A. Rutkowski, Executive Vice President 40,298 40,298 0 Samuel Siegel, Director 185,855 171,957 13,898 R. Joseph Stratman, Vice President 18,190 18,190 0 Lynn E. Strock, Vice President 10,485 10,385 100
-4- PLAN OF DISTRIBUTION -------------------- The shares of common stock being offered are owned or may be acquired by the selling stockholders pursuant to Nucor's Key Employees Incentive Stock Option Plans, Non-Employee Director Stock Option Plan, Senior Officers Incentive Stock Compensation Plan, Employee Monthly Stock Investment Plan and Employee Stock Ownership Plan. Selling stockholders, as used in this prospectus, include donees, pledgees, transferees or other successors in interest who may receive shares from a named selling stockholder after the date of this prospectus. The selling stockholders may offer their shares of our common stock at various times in one or more of the following transactions: . in ordinary broker's transactions on the New York Stock Exchange or any national securities exchange on which our common stock may be listed at the time of sale; . in the over-the-counter market; . in private transactions other than in the over-the-counter market; . by pledge to secure debts and other obligations; . in connection with the writing of non-traded and exchange-traded call options, in hedge transactions and in settlement of other transactions in standardized or over-the-counter options; or . in a combination of any of the above transactions. The selling stockholders may sell their shares at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices or at fixed prices. The selling stockholders may use broker-dealers to sell their shares. If this happens, broker-dealers will either receive discounts or commissions from the selling stockholders, or they will receive commissions from purchasers of shares for whom they acted as agents. Selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act. Stockholders must meet the criteria and conform to the requirements of that rule. The selling stockholders and the broker-dealers to or through whom sale of the shares may be made could be deemed to be underwriters within the meaning of the Securities Act, and their commissions or discounts and other compensation received in connection with the sale of the shares may be regarded as underwriters' compensation, if the SEC determines that they purchased the shares in order to resell them to the public. The selling stockholders have not advised us of any specific plans for the distribution of the shares covered by this prospectus. When and if we are notified by any of the selling stockholders that any material arrangement has been entered into with a broker-dealer or underwriter for the sale of a material portion of the shares covered by this prospectus, a prospectus supplement will be filed with the SEC. This supplement will include the following information: . the name of the participating broker-dealer(s) or underwriters; . the number of shares involved; . the price or prices at which the shares were sold by the selling stockholders; . the commissions paid or discounts or concessions allowed by the selling stockholders to the broker-dealers or underwriters; and . other material information. -5- We have advised the selling stockholders that the anti-manipulation rules promulgated under the Securities Exchange Act, including Regulation M, may apply to sales of the shares offered by the selling stockholders. We have agreed to pay all costs relating to the registration of the shares. Any commissions or other fees payable to broker-dealers in connection with any sale of the shares will be paid by the selling stockholders or other party selling the shares.