-----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, A7ABz8lSHWM4/5ZfxNWaflxauA9S6CZi2YJJZOZzF84PI8LfSC64fUx5yIO4znRA nJV5Xt9Ml8ms5M1yTh4dfg== 0000950130-99-006751.txt : 19991129 0000950130-99-006751.hdr.sgml : 19991129 ACCESSION NUMBER: 0000950130-99-006751 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991126 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: DEFA14A SEC ACT: SEC FILE NUMBER: 001-09820 FILM NUMBER: 99764802 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 DEFA14A 1 SCHEDULE 14A SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [_] Definitive Proxy Statement [X] Definitive Additional Materials [_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 BIRMINGHAM STEEL CORPORATION ----------------------------------- (Name of Registrant as specified in its charter) ---------------- (Name of person(s) filing proxy statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of transactions: (5) Total fee paid. - -------- [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: [BIRMINGHAM STEEL CORPORATION] [LOGO OF BIRMINGHAM STEEL CORPORATION LETTERHEAD] November 26, 1999 Dear Birmingham Steel Stockholder: We have enclosed for your information a press release issued by Birmingham Steel on Wednesday, November 24, that contains important information about your Company. We urge you to read the enclosed press release so that you are fully informed about recent developments. We have also included a copy of the Company's WHITE proxy card. Since the Annual Meeting is less than a week away, if you have not already voted, we urge you to do so by returning the enclosed WHITE proxy card today. We sincerely appreciate your support. Very truly yours, /s/ Robert A. Garvey ROBERT A. GARVEY Chairman and Chief Executive Officer IMPORTANT VOTE FOR A BOARD OF DIRECTORS THAT IS COMMITTED TO BUILDING THE VALUE OF BIRMINGHAM STEEL FOR ALL STOCKHOLDERS! WE STRONGLY URGE YOU TO VOTE FOR THE COMPANY'S BOARD OF DIRECTORS BY SIGNING, DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD TODAY! If you have any questions or need assistance in voting your shares, please call: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 Call Toll-Free: (888) 750-5834 Banks and Brokers call collect: (212) 750-5833 BIRMINGHAM STEEL SEEKS MEETING WITH UNITED GROUP AND WILL EXPLORE POSSIBLE SALE OF ENTIRE COMPANY BIRMINGHAM, Ala., November 24, 1999 -- Birmingham Steel Corporation (NYSE: BIR) today said it is taking steps to arrange a meeting with the United Group and, separately, that it will be exploring a possible sale of the entire Company. Commenting on the United Group's response yesterday to the Birmingham Steel Board's November 22nd letter, which reiterated its continued willingness to meet with representatives of the United Group to discuss issues of mutual interest and concern, Birmingham Steel's Board said it is sending the following letter to the United Group: "We have reviewed the letter you sent to us yesterday. Despite its tone and content, we continue to believe it is in the best interests of Birmingham Steel shareholders to have a direct meeting between the United Group and us in an effort to resolve the contest in a way beneficial to our shareholders. We hope that the dialogue between us can move from rhetoric to realism. "With this in mind, we continue to be prepared to meet with a willingness to discuss all matters, and invite you to do so. We will contact your representative toward this end." Separately, Birmingham Steel said that, reflecting interest expressed by third parties in possible transactions involving the whole Company, and the long-standing commitment of its Board of Directors to build and realize value for all of the Company's shareholders, the Board today authorized management and the Company's financial advisors, Credit Suisse First Boston, to explore actively all potentially attractive strategic alternatives, including the sale of the Company, while also continuing to pursue the sale of its SBQ operations. The Board believes that the strategic restructuring program that the Company is currently implementing will succeed. However, by also pursuing potential interest in a sale of the Company, the Board believes that the Company's shareholders will be given another opportunity to realize value in the near term. The Board emphasized that it remains concerned about the potential immediate and ongoing financial consequences associated with retention of the SBQ division even for a relatively short time and with a change in control of Birmingham Steel, including the potential that all of the Company's indebtedness could become due and payable. The Board of Directors has only one focus: to serve the best interests of shareholders. It is in this spirit that the Board continues to be willing to meet with the United Group and has authorized the Company's financial advisors to explore actively all potentially attractive strategic alternatives. Birmingham Steel operates in the mini-mill sector of the Steel industry and conducts operations at facilities located across the United States. The common stock of Birmingham Steel is traded on the New York Stock Exchange under the symbol "BIR." # # # Contacts: Roy Winnick Kekst and Company 212-521-4842 -----END PRIVACY-ENHANCED MESSAGE-----