0000950172-99-001697.txt : 19991201 0000950172-99-001697.hdr.sgml : 19991201 ACCESSION NUMBER: 0000950172-99-001697 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991130 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: 99766436 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: CONTACT: ROY WINNICK KEKST AND COMPANY 212-521-4842 SPECIAL COMMITTEE OF BIRMINGHAM STEEL BOARD NAMED TO OVERSEE REVIEW OF STRATEGIC ALTERNATIVES INCLUDING POSSIBLE SALE OF THE COMPANY BIRMINGHAM, Ala., November 30, 1999 -- Birmingham Steel Corporation (NYSE: BIR) today said that the Company's Board of Directors has appointed a Special Committee of three independent directors to oversee the review of strategic alternatives which, as announced on November 24, include the possible sale of the Company. The members of the Special Committee include Alfred C. DeCrane, Jr., former Chairman and CEO of Texaco Inc., Robert D. Kennedy, former Chairman and CEO of Union Carbide Corporation, and C. Stephen Clegg, Chairman and CEO of Diamond Home Services and of Midwest Spring Manufacturing Company. The Company stated: "This step further underscores our commitment to realize full value for our shareholders. The Special Committee will be responsible for overseeing the active pursuit by management and the Company's financial advisors of any alternatives, including the possible sale of the Company, that offer the potential to maximize shareholder value." Birmingham Steel announced on November 24 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 had 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. As indicated on that date, the Board believes that the strategic restructuring program that the Company is currently implementing will succeed, but also believes that, by also pursuing potential interest in a sale of the Company, the Company's shareholders will be given another opportunity to realize value in the near term. 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." # # #