-----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, CfB+/mLcFDXzUO9Ht6Ox++CSGb5xImJjCQn0wb4qlrHK+WtodAxmjrPJfXWHOSTL STcAlZ7CsF7CnYDMlMhPZA== 0000950172-99-001486.txt : 19991029 0000950172-99-001486.hdr.sgml : 19991029 ACCESSION NUMBER: 0000950172-99-001486 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991028 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: 99735782 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 (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: [LOGO] October 27, 1999 Dear Birmingham Steel Institutional Stockholder: Please find enclosed important materials concerning Birmingham Steel Corporation and the proxy campaign being waged by a dissident group calling itself The United Company Shareholder Group. We hope to discuss these materials with you individually at your earliest convenience. In particular, when we meet, we would like to address the following critical issues: . The dissidents are attempting to seize control of the Company's Board, even though they own less than 8% of the stock (acquired at an average cost basis of approximately $6.36 per share). . The management team headed by dissident James Todd when he was Birmingham Steel's CEO did not understand the SBQ market and made numerous errors in committing the Company to massive investments in the SBQ business. The SBQ business has drained the Company's financial resources over the past three years and continues to do so. . There is a fundamental mismatch between the Company's SBQ assets and the demands of the marketplace, which requires the sale of those assets. We believe that Todd never understood that mismatch when he was CEO of the Company and does not understand it now. Based on dissident John Correnti's recent public pronouncements, it appears that Correnti does not understand it either. . The dissidents lack any meaningful plan, other than to KEEP the SBQ assets and to KEEP pouring money into them - which is clearly the wrong plan. . The Company lacks the financial resources to continue to support SBQ indefinitely. . The Company's core mini-mill and scrap operations are strong and profitable - doing better than under Todd despite more adverse industry conditions - and, in terms of profitability, are industry leaders. . Unlike the United Group, the Company has developed and is aggressively implementing a well-thought-out plan - including the sale of the SBQ division - to build the Company's value for you. By selling the SBQ assets, the Company will immediately generate positive cash flow and significantly reduce debt. I personally look forward to discussing our plan and progress with you, and will call you shortly to schedule a meeting. Sincerely, /s/ Robert A. Garvey --------------------------------- Robert A. Garvey Chairman of the Board and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----