-----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, VDF/Syt46qZAyDOPvguHoDSx83E6U5zV0HF56hARWxiBTtrCguv+Nmcuhvtz1t21 NtFEZDt/2SBwHNX05G1gQw== 0000950144-00-003003.txt : 20000309 0000950144-00-003003.hdr.sgml : 20000309 ACCESSION NUMBER: 0000950144-00-003003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000308 GROUP MEMBERS: JAMES W. MCGLOTHLIN GROUP MEMBERS: NICHOLAS D. STREET GROUP MEMBERS: THE SUMMIT FUND, LLC GROUP MEMBERS: UNITED CO GROUP MEMBERS: UNITED MANAGEMENT COMPANY, LLC GROUP MEMBERS: UNITED OPPORTUNITIES FUND, LLC GROUP MEMBERS: US INVESTMENT TRUST SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37332 FILM NUMBER: 563652 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED CO CENTRAL INDEX KEY: 0000101108 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1005 GLENWAY CENTER CITY: BRISTOL STATE: VA ZIP: 24203 BUSINESS PHONE: 5404663322 MAIL ADDRESS: STREET 1: 1005 GLENWAY AVE CITY: BRISTOL STATE: VA ZIP: 24203 SC 13D/A 1 BIRMINGHAM STEEL CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)* BIRMINGHAM STEEL CORPORATION (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 091250100 (CUSIP Number) Gene T. Price, Esq. Burr & Forman LLP Suite 3100 SouthTrust Tower 420 North Twentieth Street Birmingham, AL 35203 (205) 251-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 8, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 2 The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 3 CUSIP No. 091250100 1. Name of Reporting Person: The United Company IRS Identification No. 54-1120913 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds: AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Virginia Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 498,733 8. Shared Voting Power: 1,825,400 9. Sole Dispositive Power: 498,733 10. Shared Dispositive Power: 1,825,400 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,324,133 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 7.7% 14. Type of Reporting Person: HC 4 CUSIP No. 091250100 1. Name of Reporting Person: United Management Company LLC IRS Identification No. 54-1884068 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds: AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 0 8. Shared Voting Power: 1,962,200 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 1,962,200 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,962,200 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 6.5% 14. Type of Reporting Person: OO 5 CUSIP No. 091250100 1. Name of Reporting Person: United Opportunities Fund, LLC IRS Identification No. 54-1886995 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds: OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 0 8. Shared Voting Power: 1,635,300 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 1,635,300 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,635,300 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 5.4% 14. Type of Reporting Person: OO 6 CUSIP No. 091250100 1. Name of Reporting Person: The Summit Fund, LLC IRS Identification No. 54-1897775 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds: OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 0 8. Shared Voting Power: 190,100 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 190,100 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 190,100 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 0.6% 14. Type of Reporting Person: OO 7 CUSIP No. 091250100 1. Name of Reporting Person: UC Investment Trust IRS Identification No. 54-1901936 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds: OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: Ohio Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 0 8. Shared Voting Power: 90,800 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 90,800 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 90,800 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 0.3% 14. Type of Reporting Person: OO 8 CUSIP No. 091250100 1. Name of Reporting Person: Nicholas D. Street 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds: PF; AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 10,000 8. Shared Voting Power: 2,464,933 9. Sole Dispositive Power: 10,000 10. Shared Dispositive Power: 2,464,933 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,474,933 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 8.1% 14. Type of Reporting Person: IN 9 CUSIP No. 091250100 1. Name of Reporting Person: James W. McGlothlin 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds: AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 6,500 8. Shared Voting Power: 2,485,933 9. Sole Dispositive Power: 6,500 10. Shared Dispositive Power: 2,485,933 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,492,433 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 8.2% 14. Type of Reporting Person: IN 10 13D - AMENDMENT NO. 7 The undersigned hereby amend their Schedule 13D Statement dated July 29, 1999, as amended by Amendment No. 1 dated August 16, 1999, as amended by Amendment No. 2 dated August 24, 1999, as amended by Amendment No. 3 dated September 10, 1999, as amended by Amendment No. 4 dated September 21, 1999, as amended by Amendment No. 5 dated December 3, 1999, as further amended by Amendment No. 6 dated February 7, 2000 (the "Schedule 13D"), relating to the common stock, par value $.01 per share, of Birmingham Steel Corporation as set forth herein. Unless otherwise indicated, all defined terms used herein shall have the meaning ascribed to them in the Schedule 13D. ITEM 1. SECURITY AND ISSUER No material change. ITEM 2. IDENTITY AND BACKGROUND No material change. 11 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended to add the following: On January 7, 2000, the Issuer's Board of Directors unanimously approved to reimburse United Company, in stock, for all expenses incurred in connection with the recent proxy contest led by United Company to change the Issuer's management. On February 15, 2000, the Issuer effectuated the reimbursement by granting United Company 498,733 shares of the Issuer's common stock. The shares granted to United Company are unregistered and restricted. ITEM 4. PURPOSE OF TRANSACTION No material change. 12 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The first five paragraphs of Item 5(a) and (b) are replaced in their entirety by the following: (a) and (b). In aggregate, Street may be deemed the beneficial owner of 2,474,933 Shares, constituting approximately 8.1% of the total outstanding Shares of the Issuer (based upon the number of Shares reported to be outstanding in the Issuer's Form 10Q dated February 22, 2000). In aggregate, McGlothlin may be deemed the beneficial owner of 2,492,433 Shares, constituting approximately 8.2% of the total outstanding Shares. The basis upon which beneficial ownership for Street and McGlothlin is calculated is set forth as follows: (1) Street and McGlothlin, by reason of their control of the United Entities, share with each other voting and disposition powers of the Shares owned by the following members of the United Entities and may be deemed beneficial owners of such Shares:
% of Total Entity Number of Shares Shares Outstanding ------ ---------------- ------------------ United Company 498,733 1.6% UO Fund 1,635,300 5.4% Summit Fund 190,100 0.6% UCI Trust 90,800 0.3%
Because of their record ownership, each of the United Entities listed in the above table may be deemed to share beneficial ownership of the Shares with Street and McGlothlin. 13 (c) Item 5(c) is hereby amended to add the following: The following table sets forth all transactions with respect to the Issuer's Shares effected by each of the Reporting Persons since the filing of Amendment No. 6 to this Schedule 13D on February 7, 2000.
REPORTING TRADE DATE TYPE OF # OF SHARES PRICE PER PERSON TRANSACTION SHARE ($) United Company(1) 02/15/00 Grant 498,733 N/A
(1) Represents Shares granted to United Company by Issuer for reimbursement of expenses incurred in connection with the recent proxy contest led by United Company to change the Issuer's manager. See Item 3. (d)-(e) No material changes. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER No material changes. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS No material changes. 14 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 8, 2000 THE UNITED COMPANY By: /s/ James W. McGlothlin -------------------------------------------- James W. McGlothlin President UNITED MANAGEMENT COMPANY, LLC By: /s/ Lois A. Clarke -------------------------------------------- Lois A. Clarke President and Managing Director UNITED OPPORTUNITIES FUND, LLC By: United Management Company, LLC Its Managing Member By: /s/ Lois A. Clarke ----------------------------------- Lois A. Clarke President and Managing THE SUMMIT FUND, LLC By: United Management Company, LLC Its Managing Member By: /s/ Lois A. Clarke ----------------------------------- Lois A. Clarke President and Managing Director UC INVESTMENT TRUST By: /s/ Lois A. Clarke -------------------------------------------- Lois A. Clarke President 15 /s/ Nicholas D. Street -------------------------------------------- Nicholas D. Street /s/ James W. McGlothlin -------------------------------------------- James W. McGlothlin -----END PRIVACY-ENHANCED MESSAGE-----