-----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, M6W/UpigmS6fmHS6nQGofRA7PJ28Fps4wQsxo8PkyFzshl1edggHxA3wQd1fRzNz gZSzp0/MCHxFw6A5C/VzhA== 0001021408-02-008116.txt : 20020610 0001021408-02-008116.hdr.sgml : 20020610 20020607134815 ACCESSION NUMBER: 0001021408-02-008116 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020530 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020607 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04119 FILM NUMBER: 02673371 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 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 30, 2002 _________ NUCOR CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 1-4119 13-1860817 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification Number) 2100 Rexford Road 28211 Charlotte, North Carolina (Zip code) (Address of principal executive offices)
Registrant's telephone number, including area code: (704) 366-7000 NOT APPLICABLE (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On May 30, 2002, Nucor Corporation (the "Company") announced that it had signed a definitive agreement with Birmingham Steel Corporation ("Birmingham Steel") providing for the Company to acquire substantially all of Birmingham Steel's assets for $615 million in cash. The transaction requires that Birmingham Steel file for Chapter 11 bankruptcy pursuant to a pre-arranged plan. The Company, Birmingham Steel, and Birmingham Steel's secured creditors have agreed on the pre-arranged plan to be submitted to the United States Bankruptcy Court in Delaware. Closing of the transaction will not occur until the Bankruptcy Court approves the pre-arranged plan and the Company and Birmingham Steel receive other required regulatory approvals. The Company anticipates the closing to occur late in the fourth quarter of 2002 or at such later time as all conditions to closing are satisfied or waived. Assets to be included in the proposed purchase are Birmingham Steel's four operating mills in Birmingham, Alabama; Kankakee, Illinois; Seattle, Washington and Jackson, Mississippi, with an estimated combined annual capacity of approximately 2.0 million tons. Other included assets are the corporate office located in Birmingham, Alabama; the mill in Memphis, Tennessee, which is currently not operating; the assets of Port Everglades Steel Corporation; the assets of the Klean Steel Division; Birmingham Steel's ownership in Richmond Steel Recycling Limited; as well as all inventory and receivables related to the acquired assets. The press release announcing the proposed transaction described above is filed as Exhibit 99 hereto. 1 ITEM 7. EXHIBITS. (c) EXHIBITS. 99 -- Press Release dated May 30, 2002, issued by Nucor Corporation. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NUCOR CORPORATION By: /s/ Daniel R. DiMicco ------------------------------------- Name: Daniel R. DiMicco ------------------------------------ Its: President and Chief Executive Officer ------------------------------------- Date: June 7, 2002 3 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99 -- Press Release dated May 30, 2002, issued by Nucor Corporation. 4 EX-99 3 dex99.txt PRESS RELEASE DATED MAY 30, 2002 - -------------------------------------------------------------------------------- NUCOR News Release - -------------------------------------------------------------------------------- NUCOR SIGNS AGREEMENT TO PURCHASE BIRMINGHAM STEEL ASSETS Charlotte, North Carolina, May 30, 2002 - - - Nucor Corporation (NYSE: NUE) today announced that it and Birmingham Steel Corporation ("Birmingham Steel") have signed a definitive agreement for Nucor's acquisition of substantially all of Birmingham Steel's assets for $615 million in cash. Daniel R. DiMicco, Nucor Vice Chairman, President and Chief Executive Officer, said, "We are pleased to have reached agreement with Birmingham Steel. We believe that the purchase price, which includes approximately $120 million of accounts receivable and inventory, represents another attractive purchase for Nucor. We expect that this transaction will be accretive to Nucor shareholders within twelve months of its completion and that it will also benefit our customers and employees, as well as the customers and employees of Birmingham Steel. We will begin immediately to work with Birmingham Steel's management to develop a plan for a seamless transition. We look forward to closing the transaction and welcoming the current employees, vendors and customers of Birmingham Steel into the Nucor family." The transaction will require that Birmingham Steel file for Chapter 11 bankruptcy pursuant to a pre-arranged plan. Nucor, Birmingham Steel and its secured creditors have agreed on the pre-arranged plan to be submitted to the Delaware bankruptcy court. Closing will occur after receiving the approval of the court and necessary regulatory rulings. We expect closing to occur late in the fourth quarter of 2002. Assets to be included in the purchase are Birmingham Steel's four operating mills in Birmingham, Alabama, Kankakee, Illinois, Seattle, Washington and Jackson, Mississippi, with an estimated combined annual capacity of approximately 2.0 million tons. Other included assets are the corporate office located in Birmingham, Alabama; the mill in Memphis, Tennessee, which is currently not operating; the assets of Port Everglades Steel Corporation; the assets of the Klean Steel Division; Birmingham Steel's ownership in Richmond Steel Recycling Limited; as well as all inventory and receivables related to the acquired assets. Nucor is the largest steel producer in the United States and is the nation's largest recycler. Nucor and affiliates are manufacturers of steel products, with operating facilities in ten states. Products produced are: carbon and alloy steel - in bars, beams, sheet and plate; steel joists and joist girders; steel deck; cold finished steel; steel fasteners; metal building systems; and light gauge steel framing. The statement made in this news release regarding the earnings projections following the contemplated transaction is a forward-looking statement that involves risks and uncertainties. Although the Company believes that it is based on reasonable assumptions, there can be no assurance that other factors will not affect the accuracy thereof. Such factors include, among others, general economic conditions; market demand for steel products; availability and costs of electricity, natural gas and raw materials; U.S. and foreign trade policies affecting steel imports or exports; significant changes in governmental regulations affecting environmental compliance; the operations of Birmingham Steel prior to closing; and regulatory and court approvals necessary for consummation of the contemplated transaction. The forward-looking statement contained in this news release speaks only as of this date, and the Company does not assume any obligation to update it. ----------------------------------------------------------------------------- Nucor Executive Offices: 2100 Rexford Road, Charlotte, North Carolina 28211 Phone 704-366-7000 Fax 704-362-4208 www.nucor.com ------------- ----------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----