-----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, RKIbG5LOb/AQqR3FZX6yl1rSxl3fES176UsUyME0pbGb/XkzOK0J8T/RSVyX62V3 6m6qjY/4oQG8cDBg4XF+Yw== /in/edgar/work/20000628/0000779334-00-000089/0000779334-00-000089.txt : 20000920 0000779334-00-000089.hdr.sgml : 20000920 ACCESSION NUMBER: 0000779334-00-000089 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIRMINGHAM STEEL CORP CENTRAL INDEX KEY: 0000779334 STANDARD INDUSTRIAL CLASSIFICATION: [3312 ] IRS NUMBER: 133213634 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-09820 FILM NUMBER: 662797 BUSINESS ADDRESS: STREET 1: 1000 URBAN CENTER DRIVE STREET 2: SUITE 300 CITY: BIRMINGHAM STATE: AL ZIP: 35242 BUSINESS PHONE: 2059701200 MAIL ADDRESS: STREET 1: P.O. BOX 1208 CITY: BIRMINGHAM STATE: AL ZIP: 35201-1208 11-K 1 0001.txt 11K FOR BIRMINGHAM STEEL CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 BIRMINGHAM STEEL CORPORATION 401 (k) PLAN (Full Title of the Plan) BIRMINGHAM STEEL CORPORATION 1000 URBAN CENTER DRIVE SUITE 300 BIRMINGHAM, AL 35242 Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office) Birmingham Steel Corporation 401(k) Plan Audited Financial Statements and Supplemental Schedules December 31, 1999 with Report of Independent Auditors Birmingham Steel Corporation 401(k) Plan Financial Statements and Supplemental Schedules December 31, 1999 Contents Report of Independent Auditors............................... ...............F-1 Audited Financial Statements Statements of Net Assets Available for Benefits..............................F-2 Statement of Changes in Net Assets Available for Benefits....................F-3 Notes to Financial Statements................................................F-4 Supplemental Schedules Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year....................................................F-10 Schedule H, Line 4j - Schedule of Reportable Transactions...................F-11 F-10 Report of Independent Auditors The Employee Benefits Committee Birmingham Steel Corporation 401(k) Plan We have audited the accompanying statements of net assets available for benefits of Birmingham Steel Corporation 401(k) Plan as of December 31, 1999 and 1998, and the related statement of changes in net assets available for benefits for the year ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in its net assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes at end of year as of December 31, 1999, and reportable transactions for the year then ended, are presented for purpose of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the 1999 basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1999 basic financial statements taken as a whole. Birmingham, Alabama May 26, 2000 Birmingham Steel Corporation 401(k) Plan Statements of Net Assets Available for Benefits December 31 1999 1998 ------------------- ------------------- Assets Investments, at fair value $ 81,279,847 $ 66,995,476 Cash 138,552 107,313 Receivables: Employer contributions 2,766,920 2,201,987 Participant contributions 702,574 576,434 Accrued interest 22,384 17,170 ------------------- ------------------- 3,491,878 2,795,591 ------------------- ------------------- Net assets available for benefits $ 84,910,277 $ 69,898,380 =================== =================== See accompanying notes. Birmingham Steel Corporation 401(k) Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 1999 Additions Investment income: Net appreciation in fair value of investments $ 1,861,984 Interest and dividends 5,641,207 --------------------- 7,503,191 Contributions: Employer match 2,897,657 Employer profit sharing 2,451,650 Participants 7,944,956 --------------------- 13,294,263 Deductions Payments to participants (5,644,677) Miscellaneous expenses (140,880) --------------------- Net increase 15,011,897 Net assets available for benefits: Beginning of year 69,898,380 --------------------- End of year $ 84,910,277 ===================== See accompanying notes. Birmingham Steel Corporation 401(k) Plan Notes to Financial Statements December 31, 1999 1. Description of the Plan The following description of Birmingham Steel Corporation 401(k) Plan (the Plan) provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan that covers substantially all employees of Birmingham Steel Corporation and an affiliated company (collectively, the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Company Contributions The Company contributes 100% of the first 3 percent of eligible compensation that a participant contributes to the Plan. Each eligible participant also receives an annual profit sharing contribution from the Company. Additional profit sharing amounts may be contributed at the option of the Company's board of directors and are in the form of the Company's stock. The Company may, from time to time, change the method of determining its contributions. Participant Contributions Each year, participants may contribute up to 15% of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Forfeited balances of terminated participants' nonvested accounts are used to reduce future Company contributions. Upon enrollment, a participant may direct employee and employer contributions to any of the Plan's fund options. Participants may change their investment options at any time. Birmingham Steel Corporation 401(k) Plan Notes to Financial Statements (continued) 1. Description of the Plan (continued) Participant Accounts Each participant's account is credited with the participant's contributions and allocations of the Company's contributions and Plan earnings. Generally, employer contributions are allocated to participants' accounts at the time of payment, rather than at the time such contributions are recorded in the Plan's financial statements. Allocations of Company contributions are based on eligible annual compensation as defined in the Plan agreement. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Vesting Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company contribution portion of their accounts, plus actual earnings thereon, is based on years of continuous service. A participant is 100 percent vested after five years of credited service. Participant Loans Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balances. Loan terms range from 1-5 years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by Merrill Lynch Trust Company (the trustee). Principal and interest are paid ratably through monthly payroll deductions. Payment of Benefits Upon termination of service, death, disability or retirement, participants may receive either (a) a lump-sum amount equal to the vested value of his or her account, or (b) annual or more frequent periodic installments over a period of the lesser of thirty years or the joint life expectancy of the participant and his beneficiary (where applicable), as determined by the Employee Benefits Committee (the Committee). 1. Description of the Plan (continued) Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. 2. Summary of Significant Accounting Policies Basis of Presentation The financial statements of the Plan have been prepared on the accrual basis of accounting. Investment Valuation The Plan's investments are stated at fair value. Shares of mutual funds and common stock are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. The participant loans are valued at their outstanding balances, which approximate fair value. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 2. Summary of Significant Accounting Policies (continued) Concentration of Credit Risk At December 31, 1999, approximately 9.5% of the Plan's assets are invested in the common stock of the Company and approximately 80% of the Plan's assets are comprised of investments in mutual funds and collective trusts managed by the trustee. The investment options are designed to provide participants with opportunities to diversify their investments. Although the Committee has no involvement in the investment transactions of the mutual funds, the Committee periodically monitors the investment performance of the funds and may, pursuant to the provisions of the Plan agreement, elect to change the Plan's investment programs and/or the trustee at any time. At December 31, 1999, approximately 2% of the Company's labor force is employed under a collective bargaining agreement. 3. Investments During 1999, the Plan's investments (including investments bought, sold, as well as held during the year) appreciated in fair value as follows: Fair value as determined by quoted market price: Mutual funds $ 398,266 Common stock 1,463,718 --------------------- $ 1,861,984 ===================== The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows: December 31 1999 1998 ---------------- ---------------- Merrill Lynch Retirement Presentation Trust $ 30,391,725 $ 27,094,154 Merrill Lynch Basic Value Fund 16,433,989 15,386,528 Merrill Lynch Capital Fund 11,472,098 11,770,841 Birmingham Steel Corp. Common Stock* 8,088,486 2,940,377 Participant loans 5,255,508 4,832,955 *Nonparticipant-directed 4. Nonparticipant-Directed Investments Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments in Company common stock is as follows: December 31 1999 1998 ---------------- ---------------- Investments, at fair value: Birmingham Steel Corp. common stock $ 8,088,486 $ 2,940,377 ================ ================ Changes in net assets: Net appreciation in fair value of investment $ 1,463,718 Dividends and interest 157,180 Contributions 816,437 Payments to participants (304,861) Miscellaneous expenses (65,540) Transfers from participant-directed investments 1,081,721 ---------------- $ 3,148,655 ================ 5. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service dated May 15, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and therefore, the related trust is exempt from taxation. The Plan has been amended since receiving the determination letter. The Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 6. Transactions with Parties-In-Interest During the year ended December 31, 1999, the Plan received $135,271 in cash dividends on common stock of the Company held by the Plan. The trustee executed all investment transactions for the year ended December 31, 1999. The Company has paid all legal and accounting fees of the Plan. All administrative expenses were paid by the Plan. Such expenses were $7,980 for the year ended December 31, 1999. 7. Differences Between Financial Statements and Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31 1999 1998 ---------------- ----------------- Net assets available for benefits per the financial statements $ 84,910,277 $ 69,898,380 Amounts allocated to withdrawn participants 128,308 62,597 ---------------- ----------------- Net assets available for benefits per the Form 5500 $ 84,781,969 $ 69,835,783 ================ ================= The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year Ended December 31, 1999 ----------------- Benefits paid to participants per the financial statements $ 5,644,677 Add: Amounts allocated on Form 5500 to withdrawn participants at December 31, 1999 128,308 Less: Amounts allocated on Form 5500 to withdrawn participants at December 31, 1998 (62,597) ----------------- Benefits paid to participants per the Form 5500 $ 5,710,388 ================= Amounts allocated to withdrawn participants are recorded as liabilities on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end but not yet paid. Birmingham Steel Corporation 401(k) Plan (Plan No. 001) (EIN 13-3213634) Schedule H, Line 4i Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
(c) Description of Investment, (b) Identity of Issue, including maturity date, rate of Borrower, Lessor, or Similar interest, collateral, par or (a) Party maturity value (d) Cost (e) Current Value - --------- ------------------------------ -------------------------------------- --------------------- --------------------- * Birmingham Steel Corp. Common stock $ 11,086,255 $ 8,088,486 * Merrill Lynch Retirement Preservation Trust ** 30,391,725 Basic Value Fund ** 16,433,989 Capital Fund ** 11,472,098 Special Value Fund ** 2,634,054 Equity Index Trust ** 4,013,667 Global Allocation Fund ** 2,195,575 Pimco Total Return Fund ** 535,431 Ivy International Fund ** 259,314 Participant loans Interest rates range from 7.75 % to 8.5% ** 5,255,508 --------------------- --------------------- $ 81,279,847 ===================== * Indicates party-in-interest ** Information has not been presented as it is not applicable.
Birmingham Steel Corporation 401(k) Plan (Plan No. 001) (EIN 13-3213634) Schedule H, Line 4j Schedule of Reportable Transactions Year ended December 31, 1999
F-11 (h) Current a) Identity of (b) Description of Asset Value of Asset Party Involved Including Interest Rate and (c) Purchase (d) Selling (g) Cost of on Transcation (i) Net Gain Involved Maturity in Case of a Loan Price Price Asset Date (Loss) - ------------------ -------------------------------- ------------- ------------- ---------- ------------------- ---------------- Category (iii) - Series of transactions in excess of 5% of plan assets Merrill Lynch Birmingham Steel Corp. Stock $ 5,575,292 $ - $ 5,575,292 $ 5,575,292 $ - - 1,890,901 2,211,178 1,890,901 (320,277) There were no category (i), (ii), or (iv) reportable transactions for the year ended December 31, 1999. Columns (e) and (f) have not been presented as this information is not applicable.
Supplemental Schedules Exhibit 23 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-23563) pertaining to the Birmingham Steel Corporation 401(k) Plan of our report dated May 26, 2000, with respect to the financial statements and schedules of the Birmingham Steel Corporation 401(k) Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1999. /s/Ernst & Young LLP --------------------------- Ernst & Young LLP Birmingham, Alabama June 28, 2000 SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1923, the trustee (or other persons who administer the Plan) has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 28, 2000 BIRMINGHAM STEEL CORPORATION 401(k) PLAN by: Birmingham Steel Corporation Philip L. Oakes -------------------------- Philip L. Oakes - Member of the Employee Benefits Committee of the Plan and Vice President - Human Resources -----END PRIVACY-ENHANCED MESSAGE-----