-----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, STmd0ZpnyzmwXzi4hbovt601w2Q+r4xXUKYAmIqPTIW8RymUjDhUPxjdVanj+z01 tjaskvoWzGhbQ/13ioyHuw== 0000779334-02-000063.txt : 20020628 0000779334-02-000063.hdr.sgml : 20020628 20020628111407 ACCESSION NUMBER: 0000779334-02-000063 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIRMINGHAM STEEL CORP CENTRAL INDEX KEY: 0000779334 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 133213634 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09820 FILM NUMBER: 02690444 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 file11k2002.txt Birmingham Steel Corporation 401(k) Plan Financial Statements and Supplemental Schedule As of December 31, 2001 and 2000 and year ended December 31, 2001 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 Schedule Schedule H, Line 4i - Schedule of Assets (Held at End of Year)......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 the Birmingham Steel Corporation 401(k) Plan as of December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. 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, 2001 and 2000, and the changes in its net assets available for benefits for the year ended December 31, 2001, 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 schedule of assets (held at end of year) as of December 31, 2001, is presented for purposes of additional analysis and is not a required part of the financial statements but is 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. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. .................... .................... /s/ Ernst & Young LLP June 3, 2002...... Birmingham, Alabama Birmingham Steel Corporation 401(k) Plan Statements of Net Assets Available for Benefits December 31 2001 2000 --------------------- --------------------- Assets Investments, at fair value $ 68,419,483 $ 76,878,943 Cash 73,803 76,967 Receivables: Employer contributions 128,362 246,144 Participant contributions 308,710 565,360 --------------------- --------------------- 437,072 811,504 --------------------- --------------------- Net assets available for benefits $ 68,930,358 $ 77,767,414 ===================== ===================== See accompanying notes. Birmingham Steel Corporation 401(k) Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2001 Additions Investment income: Interest and dividends $ 4,431,963 Contributions: Employer match 2,260,383 Participants 5,391,703 --------------------- 7,652,086 Miscellaneous income 4,230 Deductions Net depreciation in fair value of investments (6,855,261) Benefit payments to participants (14,070,074) -------------------- Net decrease (8,837,056) Net assets available for benefits: Beginning of year 77,767,414 --------------------- End of year $ 68,930,358 ===================== See accompanying notes. Birmingham Steel Corporation 401(k) Plan Notes to Financial Statements December 31, 2001 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 may also receive an annual profit sharing contribution from the Company at its discretion. 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 investment results. 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. Cumulative forfeited non-vested accounts totaled $237,452 at December 31, 2001, all of which will be used to reduce future employer contributions. 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. As further discussed in Note 8, the Company filed for chapter 11 bankruptcy protection on June 3, 2002 as part of its plan to sell substantially all of its assets to Nucor Corporation (Nucor). The Company and Nucor have not yet made a determination whether the Plan will be terminated or merged into Nucor's employee benefit plan. If the Plan is terminated, the participants' respective account balances will be distributed upon termination. However, if certain of the Company's employees become employees of Nucor, they may transfer their balances to Nucor's employee benefit plan. 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 accounting principles generally accepted in the United States 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, 2001, approximately 2.2% of the Plan's assets are invested in the common stock of the Company and approximately 97.8% 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. 3. Investments During 2001, the Plan's investments (including investments bought, sold, as well as held during the year) depreciated in fair value as follows: Fair value as determined by quoted market price: Mutual funds $ (3,411,869) Common stock (3,443,392) --------------------- $ (6,855,261) ===================== The fair value of individual investments (all of which are participant directed) that represent 5% or more of the Plan's net assets are as follows: December 31 2001 2000 ------------- ------------- Merrill Lynch Retirement Presentation Trust $ 27,304,651 $ 29,264,390 Merrill Lynch Basic Value Fund 11,440,891 13,409,300 Merrill Lynch Balanced Capital Fund 8,776,872 10,432,416 Merrill Lynch Small Capital Value Fund 3,722,092 3,136,167 Participant loans 5,006,691 5,719,876 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 2001 2000 ------------- ----------- Investments, at fair value: Birmingham Steel Corp. common stock $ 1,501,637 $ 3,761,116 ============= =========== Changes in net assets: Net depreciation in fair value of investment $ (3,443,392) Interest 23,190 Contributions 719,351 Payments to participants (311,748) Miscellaneous expenses (29,402) Transfers from participant-directed investments 782,522 ------------- $ (2,259,479) ============= 5. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service dated November 1, 2001, 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 The Trustee executed all investment transactions for the year ended December 31, 2001. The Company has paid all legal and accounting fees of the Plan. All trustee fees were paid by the Plan. 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 2001 2000 ----------- ------------ Net assets available for benefits per the financial statements $68,930,358 $ 77,767,414 Amounts allocated to withdrawn participants 75,601 54,697 ----------- ------------ Net assets available for benefits per the Form 5500 $69,005,959 $ 77,712,717 =========== ============ The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year ended December 31, 2001 ------------- Benefits paid to participants per the financial statements $ 14,070,074 Add: Amounts allocated on Form 5500 to withdrawn participants at December 31, 2000 75,601 Less: Amounts allocated on Form 5500 to withdrawn participants at December 31, 1999 (54,697) -------------- Benefits paid to participants per the Form 5500 $ 14,090,978 ============== 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. 8. Subsequent Events The Company filed for chapter 11 bankruptcy protection on June 3, 2002 as part of its plan to sell substantially all of its assets to Nucor Corporation. The Company has executed a definitive agreement with Nucor Corporation to sell substantially all of the assets of the Company for $615 million in cash. The Company and its secured lenders have negotiated a pre-arranged Chapter 11 plan agreement which provides for the secured lenders to pay a portion of the sales proceeds to unsecured creditors and $15 million, or approximately $.47 per share, to shareholders. Birmingham Steel Corporation 401(k) Plan (EIN: 13-3213634) (Plan No.: 001) Schedule H, Line 4i Schedule of Assets (Held at End of Year) December 31, 2001 F-11 (c) Description of Investment, Investment, including (b) Identity of Issue, maturity date, rate of Borrower, Lessor,or interest, collateral,par (e)Current (a) Similar Party of maturity value Value (d) Cost - --- ----------------------- --------------------------- ----------- ----------- * Birmingham Steel Corp. Common stock $16,112,101 $ 1,501,637 * Merrill Lynch Trust Co. Retirement Preservation Trust ** 27,304,651 Basic Value Fund ** 11,440,891 Small Cap Value Fund ** 3,722,092 Equity Index Trust ** 3,105,487 Global Allocation Fund ** 2,147,439 Fundamental Growth Fund ** 779,355 Balanced Capital Fund ** 8,776,872 PIMCO Total Return Fund ** 747,007 Ivy International Fund ** 481 Engemann Small & Mid-Cap Growth Fund ** 235,415 Van Kampen Emerging Growth Fund ** 756,090 Comstock Fund ** 304,615 John Hancock Technology Fund ** 462,036 Dreyfus Small Cap Fund ** 60,518 Davis NY Venture Fund ** 662,327 MFS Utilities Fund ** 154,718 Alger Capital Appreciation Retirement Portfolio ** 501,957 Participant loans Interest rate is 9.5% ** 5,006,691 Quest Balanced Value Fund ** 70,623 Pilgrim International Value Fund ** 369,127 Oakmark Select Fund ** 309,454 ----------- $68,419,483 =========== * Indicates party-in-interest ** Information has not been presented because these investments are participant-directed. Supplemental Schedule -----END PRIVACY-ENHANCED MESSAGE-----