<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
BIRMINGHAM STEEL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
THE UNITED COMPANY SHAREHOLDER GROUP
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
<PAGE> 2
UNITED SHAREHOLDER GROUP SEEKS APPEAL OF ORDER
Bristol, Va -- Nov. 9, 1999-- The United Company Shareholder Group announced
today that it intends to appeal an order issued yesterday by the Circuit Court
of Jefferson County, Alabama. The order dismissed the United Group's action to
require management of Birmingham Steel Corporation ("BIR") to provide the
United Group at least five business days written notice of the terms and
conditions of any transaction BIR might enter into, prior to BIR's Annual
Meeting on December 2, 1999, that would bind BIR to sell its SBQ operations in
Memphis, TN and Cleveland, OH.
The United Group believes that BIR's shareholders should be given the
opportunity to vote at the Annual Meeting to determine who they want to lead
their company in the future before BIR makes major strategic decisions like the
sale of the SBQ assets. Current management desires to sell the SBQ assets
immediately in their current state and under what Mr. Garvey has called "the
worst industry conditions in forty years." The judgment of Mr. Garvey and the
Board of Directors of BIR appears to be clouded by an overwhelming desire to
maintain control of BIR. The United Group believes that the shareholders of BIR
have lost confidence in the ability of BIR's current Board of Directors and
management to properly manage the business and assets of the company and that
the shareholders should have the right to vote at the Annual Meeting before
major strategic decisions are made that may be irreversible.
The United Group believes the proposed sale of the SBQ assets by
current management is being orchestrated to subvert the proxy contest initiated
by the United Group. Current management of BIR announced a restructuring
including the sale of the SBQ assets on August 18, 1999, only nineteen days
after the United Group announced its intentions to replace the current Board
and CEO of BIR. Prior to the restructuring announcement, current management
through the following statements and actions expressed a commitment to
shareholders to retain the SBQ assets and increase their productivity:
- - On April 21, 1999, Bob Garvey, chief executed officer of BIR, stated
that "we have turned the corner at Memphis" and "we do not anticipate
further start-up losses in our future financial results out of
Memphis" and that "it all puts us in a very good position going
forward." Mr. Garvey went on to say that "we certainly have gotten our
hands around Memphis and Cleveland" and "you're seeing the light at
the end of the tunnel and we're at the crest of the hill."
- - Mr. Garvey reiterated these same sentiments on May 6-7, 1999 in
remarks given at an annual steel conference. Garvey stated that "[w]e
have made some great strides at Memphis. We believe the problems there
are behind us and we are not projecting any further start-up costs
from our Memphis facility going forward."
- - On or about July 9, 1999, BIR participated in a bid with Steel
Dynamics and Cleveland Cliffs Iron Company to acquire the SBQ assets
of Qualitech Steel Corporation for approximately $225 million.
<PAGE> 3
Current management's restructuring announcement on August 18, 1999
completely contradicted Mr. Garvey's statements made in April and May that the
Memphis and Cleveland facilities had "turned the corner" and reached the "break
even" point. The restructuring announcement also completely contradicted the
actions taken by current management in July 1999 (only a month before the
restructuring announcement) when BIR participated in a joint bid to acquire
Qualitech's SBQ assets.
The United Group believes that the announced restructuring is a
desperate attempt by Mr. Garvey and the incumbent Board to entrench current
management in office and to defeat the United Group's proxy contest at the
expense of BIR shareholders. The result of the restructuring is that losses
from the SBQ business are no longer being reported as losses from continuing
operations, and BIR is able to report positive earning from continuing
operations. We believe this has been done in an attempt to make BIR look
profitable to shareholders before the Annual Meeting and to disguise the
substantial ongoing losses incurred by the SBQ assets under current management.
The United Group will pursue an appeal of yesterday's order to prevent
a sale of the SBQ assets before the Annual Meeting so that the people selected
by the shareholders to lead BIR into the next century can make the strategic
decisions that will determine BIR's future.
