-----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, CO3zWm2uroAmOyp+7idClh5ffEFFLRkI3UPzjK/tcxUaSfvkW72H+FZqcHiPWL3M gjhZMlWVr0Q161R2BF01rQ== 0000779334-98-000026.txt : 19980717 0000779334-98-000026.hdr.sgml : 19980717 ACCESSION NUMBER: 0000779334-98-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980713 ITEM INFORMATION: FILED AS OF DATE: 19980716 SROS: NYSE 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: 8-K SEC ACT: SEC FILE NUMBER: 001-09820 FILM NUMBER: 98667547 BUSINESS ADDRESS: STREET 1: 1000 URBAN CENTER PARKWAY STREET 2: SUITE 300 CITY: BIRMINGHAM STATE: AL ZIP: 35242 BUSINESS PHONE: 2059701256 MAIL ADDRESS: STREET 1: P.O. BOX 1208 CITY: BIRMINGHAM STATE: AL ZIP: 35201-1208 8-K 1 BIRMINGHAM STEEL CORPORATION 8K 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) July 13, 1998 Birmingham Steel Corporation (Exact name of registrant as specified in its charter) Delaware 1-9820 13-3213634 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1000 Urban Center Drive, Suite 300, Birmingham, Alabama 35242-2516 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (205) 970-1200 Item 5. Other Events On July 13, 1998, the Board of Directors of Birmingham Steel Corporation (the "Company") unanimously approved certain amendments to the By-Laws of the Company (the "By-Laws"). The amendments to the By-Laws provide that the shareholders of the Company can only alter, amend or repeal the By-Laws by a vote of two-thirds of holders of the total outstanding shares of common stock of the Company. The amendments to the By-Laws are set forth as Exhibit 3.1. ITEM 7. Financial Statements and Exhibits (c) Exhibits 3.1 Amendments to the By-Laws of Birmingham Steel Corporation 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. BIRMINGHAM STEEL CORPORATION (Registrant) Date: July 16, 1998 By: William R. Lucas, Jr. ------------------------------ William R. Lucas, Jr. Its: Executive Vice President-Administration and General Counsel EXHIBIT INDEX 3.1 Amendments to the By-Laws of Birmingham Steel Corporation Exhibit 3.1 AMENDMENT TO BY-LAWS BIRMINGHAM STEEL CORPORATION RESOLVED, that the last sentence of Article I, Section 7 of the By-Laws should be deleted in its entirety and replaced with the following sentence: "Except as otherwise provided by law, by the Certificate of Incorporation or by any other provision of these By-Laws, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon."; and FURTHER RESOLVED, Article VI should be deleted in its entirety and replaced with the following: "These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors at any regular or special meeting by the affirmative vote of a majority of all of the members of the Board of Directors, provided in the case of any special meeting at which all of the members of the Board of Directors are not present, that the notice of such meeting shall have stated that the amendment of these By-Laws was one of the purposes of the meeting; but these By-Laws and any amendment thereof, including the By-Laws adopted by the Board of Directors, may be altered, amended or repealed and other By-Laws may be adopted by the holders of two-thirds of the total outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting." -----END PRIVACY-ENHANCED MESSAGE-----