-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jKN5vbORQSoif48f5lNnI7QcJYeYhrPfTFKvISzzIMIa5k2oLOWGxw4PBF1WLhjq 8tPCA59YX5rLGZvvOBobmA== 0000779334-95-000011.txt : 19950721 0000779334-95-000011.hdr.sgml : 19950721 ACCESSION NUMBER: 0000779334-95-000011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950703 SROS: NYSE 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: 1934 Act SEC FILE NUMBER: 001-09820 FILM NUMBER: 95551821 BUSINESS ADDRESS: STREET 1: 1000 URBAN CENTER PARKWAY STREET 2: SUITE 300 CITY: BIRMINGHAM STATE: AL ZIP: 35242 BUSINESS PHONE: 2059701255 MAIL ADDRESS: STREET 1: P.O. BOX 1208 CITY: BIRMINGHAM STATE: AL ZIP: 35201-1208 11-K 1 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, 1993 BIRMINGHAM STEEL CORPORATION NON-UNION EMPLOYEES' 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 Non-Union Employees' 401(k) Plan Financial Statements and Supplemental Schedules Years ended December 31, 1994 and 1993 with Report of Independent Auditors - - ----------------------------------------------------- Report of Independent Auditors The Employee Benefits Committee Birmingham Steel Corporation Non-Union Employees' 401(k) Plan We have audited the accompanying statements of net assets available for benefits of the Birmingham Steel Corporation Non-Union Employees' 401(k) Plan as of December 31, 1994 and 1993, and the related statements of changes in net assets available for benefits for the years then ended. 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 generally accepted auditing standards. 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, 1994 and 1993, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1994, and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1994 basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1994 basic financial statements taken as a whole. May 19, 1995 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31 1994 1993 -------------------------- ASSETS Investments $23,868,507 $20,715,134 Receivables: Employer contributions 2,429,811 2,239,861 Employee contributions 626,888 257,453 Employee loans 2,046,534 1,565,325 Accrued interest 3,568 1,206 -------------------------- 5,106,801 4,063,845 Cash and cash equivalents 1,659 92,200 -------------------------- Net assets available for benefits $28,976,967 $24,871,179 ========================== See accompanying notes. STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31 1994 1993 ---------------------- Additions to net assets attributed to: Investment income: Net (depreciation) appreciation in fair value of investments $(1,561,304) $ 604,483 Interest 1,397,196 1,242,850 Dividends 45,364 47,842 ----------- ---------- (118,744) 1,895,175 Contributions : Employer 2,429,811 2,239,861 Employee 3,433,974 2,952,444 ----------- ---------- 5,863,785 5,192,305 ----------- ---------- 5,745,041 7,087,480 Deduction from net assets attributed to: Payments to participants (1,639,253) (1,356,061) Net increase 4,105,788 5,731,419 Net assets available for benefits: Beginning of year 24,871,179 19,139,760 ----------- ----------- End of year $28,976,967 $24,871,179 =========== =========== See accompanying notes. 1. DESCRIPTION OF THE PLAN GENERAL The Birmingham Steel Corporation Non-Union Employees' 401(k) Plan (the Plan), is a defined contribution plan established effective as of August 15, 1984. The following description of the Plan provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plans' provisions. PARTICIPATION The Plan covers substantially all non-union employees of Birmingham Steel Corporation and its affiliated companies (collectively, the Company) except its American Steel and Wire subsidiary. Employees begin Plan participation at the earlier of the January 1 or July 1 following employment. COMPANY CONTRIBUTIONS Company contributions to the Plan are accrued in the period in which they become obligations of the Company. In 1994 and 1993, the Company contributed to each participant's account an amount equal to the sum of (a) 5% of each participant's compensation up to $10,000; plus (b) the lesser of: (i) the amount of each active participant's employee contributions, or (ii) 3% of each participant's eligible compensation. The Company may, from time to time, change the method of determining its contribution. EMPLOYEE CONTRIBUTIONS Participants may make employee contributions to the Plan by electing to reduce their gross pay in an amount which is not less than one percent or more than ten percent of annual compensation, subject to certain limitations. PARTICIPANT ACCOUNTS The Plan provides for the establishment of an employee account and an employer account for each participating employee. Each participant's account is credited with the participant's contributions and an allocation of the Company's contribution 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 employer contributions are based on eligible annual compensation as defined in the Plan agreement. Benefit payments to participants are based upon vested balances in the employee and employer accounts at the date of benefit determination. VESTING Participants are immediately vested in their employee account including allocated earnings thereon. Vesting in their employer account is based on years of continuous service. Service for vesting begins with the participant's employment date, but not prior to July 1, 1980. Participants are fully vested at the earlier of death, disability, reaching normal retirement or in accordance with the following schedule: Years of Service Vested Interest - - ---------------- --------------- Less than 3 0% 3 20% 4 40% 5 60% 6 80% 7 or more 100% FORFEITURES Forfeitures of participants' non-vested interest in Company contributions, and allocated earnings thereon, may be used to offset the annual Company contributions to the Plan. During the 1993 plan year, the Company's contribution to the Plan was offset by $100,000 from the accumulated forfeitures available. There were no forfeitures used to reduce the Company contribution in 1994. PAYMENT OF BENEFITS Upon termination of service, participants may receive either (a) a single sum payment, 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). INVESTMENT PROGRAMS The Plan allows participants to direct the investment of their accounts by selecting among four investment alternatives: (a) A fund comprised primarily of the common stock of the Company; (b) A managed guaranteed investment contract (GIC) fund which invests in fixed income securities; (c) A basic value fund composed primarily of common stocks; and (d) A capital fund composed of stocks and bonds. Except for the Birmingham Steel Corporation stock fund, the investment funds are managed by the trustee of the Plan, Merrill Lynch Trust Company, or by an affiliate of the trustee (hereinafter referred to as the Trustee). All assets held in the investment funds, including Birmingham Steel Corporation common stock, were purchased in the open market and are held by the Trustee. LOANS The Plan allows Participants to borrow up to one-half of their total vested account balance up to a maximum of $50,000. Loans may be repaid over terms up to five years (fifteen years for loans used to purchase residential property) and include a reasonable rate of interest. 2. SUMMARY OF ACCOUNTING POLICIES INVESTMENTS Investments in common stock and mutual funds are stated at their quoted market values. Other investments are stated at cost, which approximates market values. Investment transactions are recorded as of the trade date. Cost of common stock and mutual fund shares is determined by the specific identification method. CONCENTRATION OF CREDIT RISK At December 31, 1994, approximately 13% of the Plan's assets are invested in the common stock of the Company and approximately 69% of such assets are comprised of investments in mutual funds managed by the Trustee. The four investment options offered to participants are designed to provide each participant the opportunity to diversify the investment of their accounts. 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 Investments that represent 5% or more of the Plan's net assets available for benefits at December 31, 1994 and 1993 are as follows: Name of Issuer and Market Title Shares Value Cost - - ------------------------------------------------------ Birmingham Steel Corporation common stock 190,821 $ 3,816,425 $ 4,010,607 Merrill Lynch Retirement Preservation Trust 12,615,375 12,615,375 12,615,375 Merrill Lynch Basic Value Fund 157,113 3,511,486 3,340,400 Merrill Lynch Capital Fund 152,732 3,925,221 4,059,560 ----------- ----------- $23,868,507 $24,025,942 =========== =========== Name of Issuer and Market Title Shares Value Cost - - ------------------------------------------------------ Birmingham Steel Corporation common stock 111,065 $ 3,082,057 $ 1,898,402 Merrill Lynch Guaranteed Investment Contract Managed Trust 10,859,182 10,859,182 10,859,182 Merrill Lynch Basic Value Fund 136,873 3,198,727 2,804,217 Merrill Lynch Capital Fund 127,822 3,575,168 3,370,781 ----------- ----------- $20,715,134 $18,932,582 =========== =========== Net (depreciation) appreciation in fair value of investments for the years ended December 31, 1994 and 1993, including securities sold during the year, was as follows: 1994 1993 ------------------------ Birmingham Steel Corporation common stock $(1,059,514) $ 105,396 Mutual funds (501,790) 499,087 ----------- ---------- $(1,561,304) $ 604,483 =========== ========== 4. Investment Programs Net assets available for benefits and changes in net assets available for benefits at December 31, 1994 and 1993, and for the years then ended, for each of the Plan's investment programs are as follows:
Stock GIC Basic Capital Loan Fund Fund Fund Fund Fund Total ------- -------- ------- ------- ------- -------- December 31, 1994 Investments 3816425 12615375 3511486 3925221 - 23868507 Receivables: Employer contributions 225024 1458054 334860 411873 - 2429811 Employee contributions 59501 352608 95685 119094 - 626888 Employee loans - - - - 2046534 2046534 Accrued interest - 3568 - - - 3568 ------- ------- ------- ------- ------- -------- 284525 1814230 430545 530967 2046534 5106801 Cash and cash equivalents 1659 - - - - 1659 ------- ------- ------- ------- ------- -------- Net assets available for benefits 4102609 14429605 3942031 4456188 2046534 28976967 ======= ======== ======= ======= ======= ======== Stock GIC Basic Capital Loan Fund Fund Fund Fund Fund Total ------- -------- ------- ------- ------- -------- December 31, 1993 Investments 3082057 10859182 3198727 3575168 - 20715134 Receivables: Employer contributions 186635 1302397 331469 419360 - 2239861 Employee contributions 18360 147008 41053 51032 - 257483 Employee loans - - - - 1565325 1565325 Accrued interest - 1206 - - - 1206 ------- ------- ------- ------- ------- -------- 204995 1450611 372522 470392 1565325 4063845 Cash and cash equivalents 92200 - - - - 92200 ------- ------- ------- ------- ------- -------- Net assets available for benefits 3379252 12309793 3571249 4045560 1565325 24871179 ======= ======== ======= ======= ======= ========
Stock GIC Basic Capital Loan Fund Fund Fund Fund Fund Total ------- -------- ------- ------- ------- -------- Net assets available for benefits as of December 31, 1992 3023649 9807306 2292074 2961136 1055595 19139760 Investment income 319780 590350 512359 394922 77764 1895175 Contributions 449209 2936354 780301 1026441 - 5192305 Fund transfers (169399) (375741) 86211 (45295) 504224 - Payments to participants (243987) (648476) (99696) (291644) (72258) (1356061) ----------------------------------------------------- Net assets available for benefits as of December 31, 1993 3379252 12309793 3571249 4045560 1565325 24871179 Investment income (loss) (1013236) 691819 72170 38141 92362 (118744) Contributions 533331 3325939 914866 1089649 - 5863785 Fund transfers 1245783 (896595) (411007) (452860) 514679 - Payments to participants (42521)(1001351) (205247) (264302) (125832)(1639253) ------- -------- ------- ------- ------- ------- Net assets available for benefits as of December 31, 1994 4102609 14429605 3942031 4456188 2046534 28976967 ======= ======== ======= ======= ======= ========
5. INCOME TAX STATUS On June 29, 1990, the Plan received a determination letter from the Internal Revenue Service approving its exemption from federal income taxes under the provisions of Internal Revenue Code (IRC) Section 501(a) as a qualified plan under IRC Section 401(a). A new determination letter has been requested from the Internal Revenue Service to cover various amendments made through May 30, 1994. The Employee Benefits Committee expects a favorable reply. Once qualified, the Plan is required to operate in conformity with the IRC to retain its qualified status. The Committee is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 6. TRANSACTIONS WITH PARTIES-IN-INTEREST During the years ended December 31, 1994 and 1993, the Plan received $45,364 and $47,842, respectively, in cash dividends on common stock of the Company held by the Plan. The Trustee executed all investment transactions for the years ended December 31, 1994 and 1993. The Company has paid all administrative expenses of the Plan, including legal, accounting and trustee fees. 7. PLAN TERMINATION Although management 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 the Employee Retirement Income Securities Act of 1974. In the event of Plan termination, participants will become 100% vested in their accounts in accordance with the provisions of the Plan. 8. ACCOUNTS OF TERMINATED EMPLOYEES Under the provisions of the Plan, the individual accounts of terminated employees may remain in the Plan until a break in service, as defined, occurs. The accounts of such employees share in the allocation of investment income but are not allocated a share of annual Company contributions. Once such employees experience a break in service, the vested portion of their accounts will be paid in accordance with the provisions of the Plan. At December 31, 1994 and 1993, approximately $420,000 and $517,000 of the net assets of the Plan were allocated to terminated employees. These amounts are included in net assets available for benefits in the accompanying financial statements, however, they are reported as liabilities in the Plan's Form 5500. 9. SUBSEQUENT EVENT Effective January 1, 1995, the American Steel and Wire Corporation Savings and Retirement Plan was merged into the Plan. In connection with the merger, the Plan was restated to allow participation by qualifying employees of American Steel and Wire. SUPPLEMENTAL SCHEDULES Birmingham Steel Corporation Non-Union Employees' 401(k) Plan Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1994
Current Number of Cost Basis Value of Shares or of Investment Investment Name of Issuer Principal at End of at End of and Title Amount Period Period - - -------------- --------- ------------- ---------- Investments: Birmingham Steel Corporation common stock* 190,821 $ 4,010,607 $ 3,816,425 Merrill Lynch Retirement Preservation Trust* 12,615,375 12,615,375 12,615,375 Merrill Lynch Basic Value Fund* 157,113 3,340,400 3,511,486 Merrill Lynch Capital Fund* 152,732 4,059,560 3,925,221 Employee loans to be repaid over terms up to five years (fifteen years for loans used to purchase residential property) and include a reasonable rate of interest 2,046,534 2,046,534 ----------- ----------- $26,072,476 $25,915,041 =========== =========== * Indicates party-in-interest to the Plan.
Birmingham Steel Corporation Non-Union Employees' 401(k) Plan Item 27d-SCHEDULE OF REPORTABLE TRANSACTIONS Year ended December 31, 1994
Current Name of No. of Value of Issuer & Shares Pur- Cost Asset on Net Title or Face chase Selling of Trans. Gain Value Price Price Asset Date (Loss) - - ----------------------------------------------------------------------------- Birmingham Steel Corp common stock Purchases 113,870 $2,774,751 $ - $ - $2,774,751 $ - Sales 34,114 - 980,869 662,546 980,869 318,323 Merrill Lynch Guaranteed Investment Contract Managed Trust Purchases 5,170,121 5,170,121 - - 5,170,121 - Sales 3,413,928 - 3,413,928 3,413,928 3,413,928 - Merrill Lynch Basic Value Fund Purchases 70,390 1,647,206 - - 1,647,206 - Sales 50,150 - 1,159,052 1,111,023 1,159,052 48,029 Merrill Lynch Capital Fund Purchases 63,802 1,738,415 - - 1,738,415 - Sales 38,892 - 1,061,967 1,049,636 1,061,969 12,331
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 Non- Union Employees' 401(k) Plan of our report dated May 19, 1995, with respect to the financial statements and schedules of the Birmingham Steel Corporation Non- Union Employees' 401(k) Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1994. Ernst & Young, LLP ------------------ Ernst & Young, LLP Birmingham, Alabama June 30, 1995 SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1923, the trustee (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 30, 1995 BIRMINGHAM STEEL CORPORATION NON-UNION EMPLOYEES' 401(K) PLAN by: Birmingham Steel Corporation James S. Rogers II --------------------------------- James S. Rogers II-Member of the Employee Benefits Committee of the Plan and Vice President, Human Resources -----END PRIVACY-ENHANCED MESSAGE-----