-----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, PRRmLK3Nb4Leo/F+VvjeYGwgtxxLdYTMOFTGUF19JTciWgRx+tyDsyR1kxnE5PO5 2YXXNUJQWJ1gM9Ta+KCSPg== 0000950168-98-002215.txt : 19980707 0000950168-98-002215.hdr.sgml : 19980707 ACCESSION NUMBER: 0000950168-98-002215 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980706 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: SEC FILE NUMBER: 033-27120 FILM NUMBER: 98660658 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 CORPORATION 424B3 Form S-8 File Nos. 33-27120, 33-56649, 2-84117, 2-50058, 2-55941, 2-69914, and 2-51735 Rule 424(b) PROSPECTUS NUCOR CORPORATION 2,639,612 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, 1998 was $59.94 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, 1998 April 30, 1998 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, 1998 Prospectus Senior Officers and Directors Page 3 SELLING STOCKHOLDERS The table below sets forth as of March 31, 1998, 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 (1) 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 Owned Held Hereby ------------ ----------- ------- Names and Positions - ------------------- H. David Aycock, Director 649,403 --- 517,103 A. Jay Bowcutt, Vice President 34,651 8,842 34,651 James E. Campbell, Vice President 52,710 8,842 51,710 John D. Correnti, Director, Vice Chairman and Chief Executive Officer 65,667 14,109 65,667 James W. Cunningham, Director 456,064 --- 402,268 James R. Darsey, Vice President 19,753 6,654 19,753 Jerry V. DeMars, Vice President 32,711 8,842 32,711 Daniel R. DiMicco, Vice President 33,974 7,905 33,974 John J. Ferriola, Vice President 12,609 6,870 12,609 Ladd R. Hall, Vice President 22,379 8,608 22,379 James D. Hlavacek, Director 1,700 --- --- Donald N. Holloway, Vice President 176,225 8,842 176,225 Kenneth H. Huff, Vice President 25,699 7,721 25,199 F. Kenneth Iverson, Director, Chairman 770,071 17,684 576,343 Terry S. Lisenby, Vice President 28,771 8,842 28,771 Hamilton Lott, Jr., Vice President 43,665 8,842 43,665 Harry R. Lowe, Vice President 32,599 8,842 29,571 Rodney B. Mott, Vice President 33,193 8,842 33,193 D. Michael Parrish, Vice President 39,537 8,842 39,537 LeRoy C. Prichard, Vice President 18,349 7,695 18,349 James W. Ronner, Vice President 28,405 7,905 28,405 Larry A. Roos, Vice President 105,262 6,853 102,550 Joseph A. Rutkowski, Vice President 34,562 8,842 34,562 Samuel Siegel, Director, Vice Chairman, Chief Financial Officer, Treasurer and Secretary 370,855 13,264 310,417
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