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.