-----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, ChQjlpOb5C05SxU35p2XB6yDq9qMxGw6NT+Y4CGMOHt73H3rO44wKkVAWQL78VSx eib8k/VTWtscgJn0vWyyMA== 0000950168-96-001923.txt : 19961024 0000950168-96-001923.hdr.sgml : 19961024 ACCESSION NUMBER: 0000950168-96-001923 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961023 SROS: NONE 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: 033-27120 FILM NUMBER: 96646574 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: NUCLEAR CORP OF AMERICA INC DATE OF NAME CHANGE: 19680911 FORMER COMPANY: FORMER CONFORMED NAME: AZTEC MECHANICAL CONTRACTORS INC DATE OF NAME CHANGE: 19660629 424B3 1 NUCOR 424B3 Form S-8 File Nos. 33-27120, 33-56649, 2-55941, 2-69914, and 2-51735 Rule 424(b) PROSPECTUS NUCOR CORPORATION 3,090,680 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 April 30, 1996 was $56.25 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. 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 April 30, 1996 April 30, 1996 Prospectus Senior Officers and Directors Page 2 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 at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at the Commission's regional offices at 75 Park Place, Los Angeles, California 90036-3648, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661- 2511, and at the New York Stock Exchange, on which the Common Stock of Nucor is listed. Copies of such material can be obtained from the Public Reference Section of the Securities and Exchange Commission at the above address at prescribed rates. DOCUMENTS INCORPORATED BY REFERENCE The following documents filed with the Securities and Exchange Commission are incorporated in this Prospectus by reference: (a) Nucor 's latest annual report filed under Section 13 or 15 (d) of the Securities Exchange Act of 1934 (the "Act"); (b) All other reports filed under Section 13 of 15 (d) of the Act since the end of the fiscal year covered by the annual report referred to in (a) above; (c) Nucor ' s definitive proxy statement filed under Section 14 of the Act in connection with the latest annual meeting of stockholders, and any definitive proxy statements so filed in connection with any subsequent special meetings 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. April 30, 1996 Prospectus Senior Officers and Directors Page 3 SELLING STOCKHOLDERS The table below sets forth as of March 31, 1996, certain information about the Selling Stockholders, all of whom are senior officers or directors of Nucor, with an address c/o Nucor Corporation, 2100 Rexford Road, Charlotte, North Carolina, 28211. The figures appearing in the column entitled "Shares Beneficially Owned" include shares which may be acquired upon the exercise of options granted by Nucor pursuant to its Key Employees Incentive Stock Option Plans. The number of shares which may be acquired upon the exercise of such options is also shown separately, with respect to each selling stockholder, in the column entitled "Unexercised Options Held." The figures appearing in the column entitled "Shares Offered Hereby" were or are to be acquired (l) upon the exercise of options granted by Nucor pursuant to its Key Employees Incentive Stock Option Plans, (2) pursuant to Nucor's Senior Officers Incentive Stock Compensation Plan, (3) pursuant to Nucor's Employee Monthly Stock Investment Plan, and (4) pursuant to Nucor's Employee Stock Ownership Plan. 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. Shares Unexercised Shares Beneficially Options Offered Names and Positions Owned Held Hereby H. David Aycock, Director 673,002 --- 540,702 A. Jay Bowcutt, Vice President 25,230 9,854 25,230 James E. Campbell, Vice President 48,415 10,902 47,415 John D. Correnti, Director, Vice Chairman and Chief Executive Officer 64,697 12,417 64,697 James W. Cunningham, Director 456,064 --- 402,268 Jerry V. DeMars, Vice President 29,223 9,026 29,223 Daniel R. DiMicco, Vice President 24,548 5,828 24,548 John A. Doherty, Vice President 429,625 10,902 426,097 Ladd R. Hall, Vice President 14,034 7,130 14,034 Donald N. Holloway, Vice President 170,785 5,828 170,785 Kenneth H. Huff, Vice President 15,249 5,960 14,749 F. Kenneth Iverson, Director, Chairman 775,013 11,652 579,585 Terry S. Lisenby, Vice President 23,705 10,902 23,705 Hamilton Lott, Jr., Vice President 37,117 10,902 37,117 Harry R. Lowe, Vice President 23,194 9,384 20,146 Rodney B. Mott, Vice President 24,770 7,820 24,770 D. Michael Parrish, Vice President 33,933 10,902 33,933 LeRoy C. Prichard, Vice President 11,205 4,185 11,205 James W. Ronner, Vice President 23,677 8,068 23,677 Larry A. Roos, Vice President 96,667 5,828 93,955 Joseph A. Rutkowski, Vice President 23,468 7,580 23,468 Samuel Siegel, Director, Vice Chairman, Chief Financial Officer, Treasurer and Secretary 538,208 8,743 459,370 Form S-8 File Nos. 33-27120, 33-56649, 2-55941, 2-69914, and 2-51735 Rule 424(b) NUCOR CORPORATION SUPPLEMENT NO. 1 TO PROSPECTUS DATED APRIL 30, 1996 The table under the caption "SELLING STOCKHOLDERS" in the Prospectus is amended by adding thereto the following persons and share information: Shares Unexercised Shares Beneficially Options Offered Name and Position Owned Held Hereby John J. Ferriola, Vice President 4,877 4,640 4,877 The aggregate number of shares offered, as shown on the cover page of the Prospectus, is adjusted to 3,095,557. The date of this supplement is May 13, 1996. Form S-8 File Nos. 33-27120, 33-56649, 2-55941, 2-69914, and 2-51735 Rule 424(b) NUCOR CORPORATION SUPPLEMENT NO. 2 TO PROSPECTUS DATED APRIL 30, 1996 The table under the caption "SELLING STOCKHOLDERS" in the Prospectus is amended by adding thereto the following persons and share information: Shares Unexercised Shares Benefically Options Offered Name and Position Owned Held Hereby James R. Darsey, Vice President 11,779 5,176 11,779 The aggregate number of shares offered, as shown on the cover page of the Prospectus, is adjusted to 3,107,336. The date of this supplement is June 10, 1996. -----END PRIVACY-ENHANCED MESSAGE-----