-----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, KVV8XHj8y4FCiimCG6FEO+xqXQY5IqLjma7ih7DMIY9RutD5c33PQyV9u/+7c/4v eOiCXQNYSDPrUMR4fumjrA== 0000779334-99-000019.txt : 19990630 0000779334-99-000019.hdr.sgml : 19990630 ACCESSION NUMBER: 0000779334-99-000019 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: SEC FILE NUMBER: 001-09820 FILM NUMBER: 99655230 BUSINESS ADDRESS: STREET 1: 1000 URBAN CENTER PARKWAY 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 11K FOR BIRMINGHAM STEEL CORPORATION Birmingham Steel Corporation 401(k) Plan Statements of Net Assets Available for Benefits 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, 1998 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 Financial Statements and Supplemental Schedules December 31, 1998 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 Line 27a - Schedule of Assets Held for Investment Purposes..............F-11 Line 27b - Schedule of Loans or Other Fixed Income Obligations..........F-12 Line 27d - Schedule of Reportable Transactions..........................F-16 F-1 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, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998. 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, 1998 and 1997, and the changes in its net assets available for benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. 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 and loans or other fixed income obligations as of December 31, 1998, and reportable transactions for the year then ended, are presented for the 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 audit of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. May 14, 1999 F-2 Birmingham Steel Corporation 401(k)Plan Statements of Net Assets Available for Benefits December 31 1998 1997 ----------------------------------------- Assets Cash and cash equivalents $ 107,313 $ 161 Investments, at fair value: Stock Fund 2,940,377 4,668,090 Retirement Preservation Trust 27,094,154 24,661,553 Basic Value Fund 15,386,528 13,325,831 Capital Fund 11,770,841 10,846,962 Special Value Fund 1,758,007 1,630,473 Global Allocation Fund 1,532,703 1,444,455 Equity Index Trust 1,679,911 419,126 Participant loans 4,832,955 4,299,285 ----------------------------------------- Total investments 66,995,476 61,295,775 Receivables: Employer contributions 2,201,987 1,032,426 Participant contributions 576,434 463,510 Accrued interest 17,170 12,773 ------------------------------------------ 2,795,591 1,508,709 ========================================== Net assets available for benefits $ 69,898,380 $ 62,804,645 ========================================== See accompanying notes. F-3 Birmingham Steel Corporation 401(k) Plan Statement of Changes in Net Assets Available for Benefits Year Ended December 31 1998 ---------------------- Additions: Investment income: Net realized and unrealized depreciation in fair value of investments $ (4,147,803) Interest and dividends 4,227,115 Miscellaneous income 81,683 ---------------------- 160,995 Contributions: Employer match 2,856,711 Employer profit sharing 1,935,950 Participants 6,882,105 ---------------------- 11,674,766 Deductions: Payments to participants (4,742,026) ---------------------- Net increase 7,093,735 Net assets available for benefits: Beginning of year 62,804,645 ---------------------- End of year $ 69,898,380 ====================== See accompanying notes. F-4 Birmingham Steel Corporation 401(k) Plan Notes to Financial Statements December 31, 1998 1. Description of the Plan General Birmingham Steel Corporation 401(k) Plan (the "Plan") is a defined contribution plan which covers substantially all employees of Birmingham Steel Corporation and an affiliated company (collectively, the "Company"). 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 Plan's provisions. Company Contributions The Company contributes to each participant's account an amount equal to 3% of each participant's eligible compensation. Each eligible participant also receives an annual profit sharing contribution from the Company. In 1998, the Plan was amended so that all eligible employees would receive an annual profit sharing contribution in the form of the Company's stock. The fair value of the profit sharing stock contribution for 1998 was $1,935,950. The Company may, from time to time, change the method of determining its contributions. Participant Contributions Participants may make contributions to the Plan by electing to reduce their gross pay in an amount which is not less than 1% nor more than 15% of annual compensation, subject to certain limitations. Participant Accounts The Plan provides for the establishment of a participant account and an employer account for each participant. 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 participant and employer accounts at the date of benefit determination. 1. Description of the Plan (continued) Vesting Participants are immediately vested in their participant 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 age or in accordance with the following schedule: Years of Vested Service Interest - ------------------------------------------------------------------------ Less than 1 0% 1 20% 2 40% 3 60% 4 80% 5 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. Forfeitures used to reduce the Company's contributions in 1998 were $2,700. Payment of Benefits Upon termination of service, participants may receive either (a) a single lump 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"). 1. Description of the Plan (continued) Investment Programs The Plan allows participants to direct the investment of their accounts by selecting among seven investment alternatives: o Stock Fund - a fund comprised primarily of the common stock of the Company; o Retirement Preservation Trust - a collective trust which invests primarily in a broadly diversified portfolio of guaranteed investment contracts and in obligations of the U.S. government and government-agency securities; o Basic Value Fund - invests primarily in equities that appear to be undervalued; o Capital Fund - invests in high-quality stocks, government and corporate bonds and cash equivalents; may invest up to 25% of its assets in foreign securities; o Special Value Fund - invests in securities, primarily common stocks, of relatively small market-capitalization companies believed to have special investment value and emerging growth companies; o Global Allocation Fund - invests in U.S and foreign equity, debt and money market securities; may invest up to 35% of its total assets in non-investment grade debt securities; and o Equity Index Trust - invest primarily in S&P 500 equities in order to replicate the total return of the Standard and Poor's 500 Composite Stock Price Index. Except for the 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 Significant Accounting Policies Basis of Presentation The financial statements of the Plan have been prepared using the accrual basis of accounting. Investments Investments in common stock and mutual funds are stated at their quoted market prices. Other investments are stated at cost, which approximates market values. Investment transactions are recorded as of the last trade date of the year. Cost of common stock and mutual fund shares is determined by the specific identification method. 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. Concentration of Credit Risk At December 31, 1998, approximately 4% of the Plan's assets are invested in the common stock of the Company and approximately 85% of the Plan's assets are comprised of investments in mutual funds and collective trusts managed by the Trustee. The seven 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, 1998, approximately 4% of the Company's labor force is employed under a collective bargaining agreement. 3. Investment Programs Changes in net assets available for benefits for the year ended December 31, 1998 for each of the Plan's investment programs are as follows: Stock Preservation Value Capital Fund Trust Fund Fund -------------------------------------------------------- Net assets available for benefits as of December 31, 1997 $4,668,090 $24,661,553 $13,325,831 $10,846,962 Additions: Contributions: Participant 554,168 2,550,739 1,341,979 1,132,616 Employer 280,144 1,598,526 664,829 561,226 Income: Interest and dividends 126,464 1,699,721 1,288,954 797,552 Net realized and unrealized appreciation (depreciation) in fair value (4,332,617) - 391,364 (73,193) Miscellaneous income (expense) 18,311 (3,991) 28,190 25,927 Disbursements: Payments to participants (518,194) (1,622,069) (1,190,596) (868,092) Interfund transfers 2,207,335 (1,378,311) (322,534) (581,340) Loans issued, net (63,324) (412,014) (141,489) (70,817) ========================================================= Net assets available for benefits as of December 31, 1998 $2,940,377 $27,094,154 $15,386,528 $11,770,841 ============================================================ (Table Continued) Special Global Equity Cash Value Allocation Index and Cash Fund Fund Trust Equivalents --------------------------------------------------------- Net assets available for benefits as of December 31, 1997 $1,630,473 $1,444,455 $419,126 $ 161 Additions: Contributions: Participant 457,492 383,144 367,704 (18,661) Employer 204,891 188,668 124,816 - Income: Interest and dividends 114,564 188,940 6,523 - Net realized and unrealized appreciation (depreciation) in fair value (222,948) (169,957) 259,548 - Miscellaneous income (expense) 2,327 4,570 1,436 4,913 Disbursements: Payments to participants (194,975) (261,253) (40,812) 121,601 Interfund transfers (212,991) (230,861) 518,702 - Loans issued, net (20,826) (15,003) 22,868 (701) -------------------------------------------------------- Net assets available for benefits as of December 31, 1998 $1,758,007 $1,532,703 $1,679,911 $107,313 ======================================================== (Table Continued) Participant Unallocated Loans Funds Total ----------------------------------------------------- Net assets available for benefits as of December 31, 1997 $4,299,285 $1,508,709 $62,804,645 Additions: Contributions: Participant - 112,924 6,882,105 Employer - 1,169,561 4,792,661 Income: Interest and dividends - 4,397 4,227,115 Net realized and unrealized appreciation (depreciation) in fair value - - (4,147,803) Miscellaneous income (expense) - - 81,683 Disbursements: Payments to participants (167,636) - (4,742,026) Interfund transfers - - - Loans issued, net 701,306 - - ----------------------------------------------------- Net assets available for benefits as of December 31, 1998 $4,832,955 $2,795,591 $69,898,380 ===================================================== 4. Income Tax Status The Internal Revenue Service ruled on May 15, 1996 that the Plan qualified under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is exempt from tax pursuant to Section 501(a) of the IRC. The Plan has been amended since receiving such determination letter. The Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan administrator is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 5. Transactions with Parties-In-Interest During the year ended December 31, 1998, the Plan received $106,642 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, 1998. The Company has paid all administrative expenses of the Plan, including legal, accounting and trustee fees. 6. 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. 7. Year 2000 Issue - Unaudited The Company has determined that it will be necessary to take certain steps in order to modify significant portions of its software, and replace other hardware and software, so that its computer systems will function properly with respect to dates in the year 2000 and beyond. The Company's comprehensive Year 2000 initiative is being managed by a team of internal staff and outside consultants, with the intention of minimizing any adverse effects on the Plan's operations. With respect to its core operations, the Company is well under way with these efforts, which are scheduled to be completed by July 1999. While the Company believes its planning efforts are adequate to address its Year 2000 concerns, there can be no guarantee that these efforts will be successful, or that the systems of other companies on which the Company's systems and operations rely will be converted on a timely basis and will not have a material effect on the Company. 7. Year 2000 Issue - Unaudited (continued) Plan management has been advised by its primary third-party service provider, the Trustee of the Plan, that as of March 5, 1999 the Trustee's computer systems that are used to support the Plan's operations have been fully renovated. The Trustee also reported that it has completed production testing and was undergoing certification testing. According to the Trustee, the systems are scheduled to be Year 2000 certified by June 1999. 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, 1998, approximately $ 716,000 of the net assets of the Plan were allocated to terminated employees. Of these amounts, $62,597 related to terminated employees who had requested a distribution but are included in net assets available for benefits in the accompanying financial statements as of December 31, 1998. This amount has been reported as a liability in the Plan's Form 5500. SUPPLEMENTAL SCHEDULES F-11 Birmingham Steel Corporation 401(k) Plan (Plan No. 001) (EIN 13-3213634) Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1998
Description of Investment, Including Maturity Date, Rate of Identity of Issue, Borrower, Lessor Interest, Collateral, Par or or Similar Party Maturity Value Cost Current Value - ----------------------------------------------------------------------------------------------------------- *Birmingham Steel Corporation Common stock $7,722,141 $2,940,377 *Merrill Lynch Retirement Preservation Trust 27,094,154 27,094,154 *Merrill Lynch Basic Value Fund 12,379,061 15,386,528 *Merrill Lynch Capital Fund 10,595,208 11,770,841 *Merrill Lynch Special Value Fund 1,937,893 1,758,007 *Merrill Lynch Equity Index Trust 1,417,929 1,679,911 *Merrill Lynch Global Allocation Fund 1,751,532 1,532,703 *Participant loans Interest rates range from 7.75 % to 8.5% - 4,832,955 _________ ___________ $62,897,909 $66,995,476 =========== =========== * Indicates party-in-interest
F-12 Birmingham Steel Corporation 401(k) Plan Line 27b - Schedule of Loans or Other Fixed Income Obligations (Plan No. 001) (EIN 13-3213634) Year ended December 31, 1998
Amount Received During 1998 Identity and Unpaid Amounts Overdue Address Original Balance at ------------------- of Obligor Amount Principal Interest 12/31/98 Description Principal Interest ---------------------------------------------------------------------------------------------------------- Alcadio Agustin Note dated 1152B 29th 7/24/98, due Dr. SE 7/24/2000, 8.5% Everett, WA $ 4,000 $ 153 $ 28 $ 3,847 interest $ 3,847 $ 335 Timothy Biles Note dated 304 Amberwood Ct. 1/9/98, due Kington, GA 3,400 130 24 3,270 1/9/2000, 8.5% 3,270 285 interest Calvin Blackman Note dated 5/14/97, 18860 Raymond Ave., due 5/10/2000, 8.5% Maple Hts, OH 1,853 - - 1,852 interest 1,852 253 Glen Brown Note dated 9/15/95, 1349 Aimsworth Rd, due 9/1/98, 8.75% Florence, MS 6,500 965 65 1,205 interest 6,500 1,205 Henry Brown Note dated 9/23/94, 186 Dampeer Rd, due 9/1/99, 7.75% Canton, MS 7,770 - - 7,664 interest 7,770 7,664 James Burge Note dated 5/17/95, 9341 Gorman Ave., due 5/1/2010, 9.0% Cleveland, OH 5,300 35 72 4,795 interest 4,795 3,141 John Carroll Note dated 4/22/97, 2864 St. Clair due 4/21/02, 8.5% Dr.,Copley, OH 3,357 339 143 2,696 interest 3,357 472 Roderick Daniel Note dated 3/14/95, 4401 Avenue L, due 3/1/2000, 9.0% Birmingham, AL 9,000 613 134 4,090 interest 9,000 394 Mark Davis Note dated 9/15/95, 2107 Leesburg Rd, due 9/1/2000, 8.75% Morton, MS 18,000 2,076 524 9,074 interest 18,000 955 Howard Dempsey Note dated 5/20/97, 1165 Township due 5/20/01 Rd. 126, 8.5% Scottown, OH 4,000 - - 3,716 interest 4,000 622 Thomas Ellington, Jr. Note dated 1/17/95, 6613 Avenue K, due 1/1/2000, 8.5% Birmingham, AL 6,200 1,331 196 1,575 interest 6,200 79
Birmingham Steel Corporation 401(k) Plan Line 27b - Schedule of Loans or Other Fixed Income Obligations (continued) (Plan No. 001) (EIN 13-3213634) Year ended December 31, 1998
Amount Received During 1998 Identity and Amounts Overdue Address Original Unpaid Balance --------------------------- of Obligor Amount Principal Interest at 12/31/98 Description Principal Interest - ---------------------------------------------------------------------------------------------------------------------------------- David English Note dated 2/11/98, due 300 Jordan Rd. $ 1,000 $ 80 $ 7 $ 920 2/9/99, 8.5% interest $ 920 $ 39 Cartersville, GA Cheryl Fitzgerald Note dated 8/14/95, due 1342 Hall Ave., 1,590 - - 1,483 8/1/2001, 8.75% interest 1,483 1,029 Lakewood, OH Errick Forrest Note dated 5/8/98, due 14011 Baldwin 3rd, 1,950 - - 1,950 5/8/2000, 8.5% interest 1,950 177 East Cleveland, OH Jamie Gander Note dated 9/17/97, due 10323 Jovita Blvd. 1,200 117 55 1,051 9/17/02, 8.5% interest 1,051 205 E., Edgewood, WA Russ Gardner Note dated 7/10/98, due 6612 Grand Ave., 9,497 385 199 9,112 7/9/03, 8.5% interest 9,112 1,995 Hammond, IN Bruce Glenn Note dated 4/1/95, due P.O. Box 1775, 3,300 102 25 1,612 4/1/2000, 9.0% interest 1,612 168 Columbiana, AL Timothy Hill Note dated 6/22/95, due 1985 Rocky Point 6,000 98 27 3,434 6/1/2000, 9.0% interest 3,434 427 Road, Judsonia, AR Gregory Ingle Note dated 9/16/93, due 2032 28th Ave. N., 5,000 22 20 4,004 8/31/08, 6.0% interest 4,004 1,440 Hueytown, AL Wendell Ketcham Note dated 5/27/97, due 1101 Kathey Lane, 24,000 - - 23,934 5/26/12, 8.5% interest 23,934 18,371 Raymond, MS Larry Kincaid Note dated 6/9/97, due 11216 Brunswick 4,000 223 105 3,560 6/9/02, 5.0% interest 3,560 708 Ave., Garfield Hts., OH Mark Klakac Note dated 10/16/95, 6932 Lynett Dr., 1,800 - - 1,229 due 10/01/2000, 8.75% 1,229 183 Parka, OH interest Joseph Kuzma Note dated 6/12/95, due 1596 Greenwich Ct., 7,000 348 88 3,658 6/1/2000,9.0% interest 3,658 411 Painesville, OH Waymon Lain Note dated 5/27/97, 3420 Lenell Ln., 5,000 - - 4,599 due 5/27/98, 8.5% 4,599 198 Pearl, MS interest Maria Linden Note dated 11/15/95, 5161 E. 117th St., 1,000 164 42 487 due 11/14/2000, 8.5% 487 50 Garfield, OH interest Delma Loper Note dated 6/27/97, 2711 Simpson 1,200 - - 1,200 due 6/27/2000, 8.5% 1,200 164 Hwy 469 S interest Florence, MS Matthew Macak Note dated 5/15/98, 312 S. Hebbard St., 1,600 109 65 1,491 due 5/15/2003, 8.5% 1,491 315 Joliet, IL interest Kevin Mazur Note dated 7/25/97, 3863 West 36th St., 1,290 590 65 510 due 7/24/99, 8.5% 510 18 Cleveland, OH interest Kenny Murphy Note dated 5/17/95, 17500 Euclid Ave. 1,700 57 14 888 due 5/6/02, 9.0% 888 100 Apt. #202 interest Cleveland, OH Kurt Myers Note dated 4/17/96, 581 Lovell Rd. S.E. 12,000 2,297 675 6,452 due 4/1/01, 8.75% 6,452 729 Rome, GA interest Stevie Rhoades Note dated 5/7/97, due 70560 Angus Rd., 3,519 - - 3,328 5/6/02, 8.5% interest 3,328 715 Kimbolton, OH John Rideout Note dated 3/31/98, 2315 Zell Rd., 1,100 54 15 1,046 due 3/31/01, 8.5% 1,046 135 Ferndale, WA interest David Saad Note dated 9/19/95, 2277 S. Briggs, 7,350 147 294 6,637 due 9/19/2010, 9.75% 6,637 4,235 Lockport, IL interest Frank Sams Note dated 7/12/95, 10912 Baumhart Rd., 4,900 - - 2,877 due 7/1/2000, 8.5% 2,877 359 Amherst, OH interest Danny Simpson Note dated 10/24/97, P.O. Box 624 5,000 555 266 4,378 due 10/22/02, 8.5% 4,378 853 Homence, IL interest Alan Taylor Note dated 6/17/95, 4219 Woburn Ave., 3,500 116 30 1,887 due 6/1/2000, 9.0% 1,887 219 Cleveland,OH interest Estate of M.T. Hawkins Note dated 7/7/97, due Bourbonnais, IL 7,000 - - 6,523 7/6/02, 8.5% interest 6,523 1,375 Frank Therrien Note dated 4/22/97, 704 3rd St. NE 14,500 127 301 14,086 due 4/22/12, 8.5% 14,086 10,100 interst Mary Threatt Note dated 7/23/96, P.O. Box 158, 8,000 737 242 5,440 due 7/1/01, 8.25% 5,440 760 Harpersville, AL interest Dustin Weyer Note dated 8/7/98, due 13007 12th Ave. SW, 1,030 245 20 765 8/6/99, 8.5% interest 765 28 Burien, WA Orlando Williams Note dated 7/31/98, 3289 Greenbrook 1,900 47 13 1,853 due 7/31/01, 8.5% 1,853 245 Bend, Memphis, TN Roger Zwick Note dated 3/12/96, 31712 HD Cracken 5,000 800 220 2,756 due 3/1/01, 8.25% 2,756 303 Rd., interest Garfield Hts., OH
F-16
Current Value of Identify of Description of Purchase Selling Cost Asset on Net Gain Party Involved Assets Price Price of Asset Transaction Date or (Loss) - ---------------------------------------------------------------------------------------------------------------------------------- Category (iii) - Series of transactions in excess of 5% of plan assets Merrill Lynch Birmingham Steel Corp. Stock $3,730,539 $ - $3,730,539 $ 3,730,539 $ - 3,730,539 - 1,125,635 1,468,509 1,151,703 (342,874) Merrill Lynch Retirement Preservation Trust 8,537,130 - 8,537,130 8,537,130 - - 6,104,529 6,104,529 6,104,529 - Merrill Lynch Basic Value Fund 5,242,475 - 5,242,475 5,242,475 - - 3,573,142 3,014,129 3,573,142 559,013 Merrill Lynch Capital Fund 3,160,988 - 3,160,988 3,160,988 - - 2,163,916 1,940,264 2,163,916 223,652
There were no Category (i), (ii) or (iv) transactions for the year ended December 31, 1998. 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 29, 1999 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-----