-----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, PcgcH5BkcIx4idlJaDei1gfeimt5gqeatqGlRZsFMz55hYxGZAtoN9lUY4nrAW9G dmwc/ylchOIa4vH0LJnJjw== 0000950144-99-013810.txt : 19991206 0000950144-99-013810.hdr.sgml : 19991206 ACCESSION NUMBER: 0000950144-99-013810 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991203 GROUP MEMBERS: JAMES A TODD JR GROUP MEMBERS: JAMES W MCGLOTHLIN GROUP MEMBERS: JOHN D CORRENTI GROUP MEMBERS: LOIS A CLARKE GROUP MEMBERS: MARK A TODD GROUP MEMBERS: NICHOLAS D STREET GROUP MEMBERS: PAUL EKBERG GROUP MEMBERS: THE SUMMIT FUND LLC GROUP MEMBERS: UC INVESTMENT TRUST GROUP MEMBERS: UNITED CO GROUP MEMBERS: UNITED MANAGEMENT COMPANY LLC GROUP MEMBERS: UNITED OPPORTUNITIES FUND LLC 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: 99768792 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 / THE UNITED CO 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* 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) December 2, 1999 (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 13D - AMENDMENT NO. 5 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 further amended by Amendment No. 4 dated September 21, 1999 (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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION No material change. ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby amended to add the following: On December 2, 1999, the Company and members of the United Group entered into a Settlement Agreement evidencing their agreement to settle their proxy contest. On December 2, 1999, pursuant to the Settlement Agreement, the Board of Directors of the Company was reconstituted. The Company's new Board consists of twelve directors, nine persons previously designated by the United Group in its proxy solicitation and three holdovers from the previous Board. The former include John D. Correnti, James A. Todd, Jr., James W. McGlothlin, Donna M. Alvarado, Robert M. Gerrity, Alvin R. Carpenter, Robert H. Spilman, Jerry E. Dempsey, and Steven R. Berrard. The latter include C. Stephen Clegg, Richard de J. Osborne and Robert D. Kennedy. The new Board held a meeting on December 2, 1999 and elected John D. Correnti as Chairman and Chief Executive Officer of the Company. Pursuant to the Settlement Agreement, the United Group also agreed to terminate its solicitation of consents and rescind any action previously taken in connection with such consent action. 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER No material change. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER No material change. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS No material change. 5 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: December 3, 1999 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 Director 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 6 /s/ Nicholas D. Street -------------------------------------------- Nicholas D. Street /s/ James W. McGlothlin -------------------------------------------- James W. McGlothlin /s/ Lois A. Clarke -------------------------------------------- Lois A. Clarke /s/ James A. Todd, Jr. -------------------------------------------- James A. Todd, Jr. /s/ Mark A. Todd -------------------------------------------- Mark A. Todd /s/ John D. Correnti -------------------------------------------- John D. Correnti /s/ Paul Ekberg -------------------------------------------- Paul Ekberg -----END PRIVACY-ENHANCED MESSAGE-----