<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
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)
September 17, 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.
<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]
<PAGE> 3
13D - AMENDMENT NO. 4
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 further amended by Amendment No. 3 dated September
10, 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:
The Group will also solicit proxies to execute a written consent on
behalf of the Company's shareholders. The written consent action will
seek to remove and replace the Company's current Board of Directors
with the Group's director nominees. By letter to the Company dated
September 17, 1999, James A. Todd, Jr. indicated the intent of the
Group to act by written consent and requested the Board of Directors
set a record date for the consent action pursuant to Article IV,
Section 5, Paragraph B of the Company's Bylaws. A copy of the letter
is attached hereto as Exhibit I.
The Company is currently negotiating with lenders who are parties to
the Company's $300,000,000 Revolving Credit Agreement and two Note
Purchase Agreements pursuant to which notes in the aggregate principal
amounts of $150,000,000 and $130,000,000 have been issued by the
Company. By letter dated September 17, 1999, the Group requested that
in connection with these negotiations, the Company have the Revolving
Credit Agreement and Note Purchase Agreements amended to eliminate the
event of default and put options, respectively, that occur upon a
change of control resulting from a replacement of a majority of the
board of directors without the current board's consent. A copy of the
letter is attached hereto as Exhibit J.
<PAGE> 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
ITEM 7 is hereby amended to add the following:
Exhibit I: Letter to Company dated September 17, 1999 noticing Group's
intent to seek written consent action and requesting Board
of Directors set consent action record date.
Exhibit J: Letter to Company dated September 17, 1999 from Group
requesting Company negotiate change of control provisions in
Company debt instruments.
<PAGE> 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: September 21, 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
<PAGE> 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
<PAGE> 1
EXHIBIT I
JAMES A. TODD, JR.
2005 Garden Place
Mountain Brook, Alabama 35223
(205) 871-8544
Fax: (205) 879-8633
VIA HAND DELIVERY AND CERTIFIED MAIL
RETURN RECEIPT REQUESTED
September 17, 1999
Catherine W. Pecher, Secretary
Birmingham Steel Corporation
1000 Urban Center Drive
Suite 300
Birmingham, Alabama 35242-2516
Dear Ms. Pecher:
Pursuant to Article IV, Section 5, Paragraph B of the Bylaws of Birmingham
Steel Corporation, I hereby give notice of my intention to seek to have the
stockholders of the Corporation authorize or take corporate action by written
consent and hereby request the Board of Directors to fix a Record Date in order
to determine the stockholders entitled to consent to corporate action in
writing without a meeting.
Sincerely,
/s/ James A. Todd Jr.
James A. Todd, Jr.
cc: Peter Atkins
Charles E. Richardson, III
<PAGE> 1
EXHIBIT J
[BURR & FORMAN LLP LETTERHEAD]
ATTORNEYS AND COUNSELORS
Gene T. Price Post Office Box 830719
Direct Dial (205) 458-5328 Birmingham, Alabama 35283-0719
E-Mail: [email protected] (205) 251-3000
(205) 458-5100 (Fax)
September 17, 1999
HAND DELIVERY AND CERTIFIED MAIL
Board of Directors of Birmingham Steel Corporation
c/o Charles E. Richardson III, General Counsel
1000 Urban Center Parkway
Suite 300
Birmingham, Alabama 35242
RE: Renegotiation of Company Indebtedness
Gentlemen:
As you are aware, we represent a group of shareholders (the "Group") lead
by The United Company, John Correnti and James A. Todd, Jr. who are seeking,
through proxy solicitations, to remove the current Board of Directors of
Birmingham Steel Corporation and replace them with a slate nominated by the
Group. As you are also aware, if the Group is successful in its efforts, the
change in the Board of Directors will result in a change of control under the
Company's $300,000,000 Revolving Credit Agreement (the "Revolving Credit
Agreement") and the two Note Purchase Agreements (the "Note Purchase
Agreements") pursuant to which notes in the aggregate principal amounts of
$150,000,000 and $130,000,000 have been issued by the Company, respectively. A
change of control under the Revolving Credit Agreement constitutes an event of
default, and a change of control under the Note Purchase Agreements gives the
noteholders put options with respect to the notes.
The Group also understands that the Company is currently negotiating with
the banks who are parties to the Revolving Credit Agreement and the noteholders
who hold notes pursuant to the Note Purchase Agreements to renegotiate the
terms of those agreements. The Group hereby requests that in connection with
those negotiations, you have the Revolving Credit Agreement and Note Purchase
Agreements amended to eliminate the event of default and put options,
respectively, that occur upon a change of control resulting from a replacement
of a majority of the board without the current board's consent. The Group
believes that such a change would be in the best interest of the Company and
its shareholders and would eliminate uncertainties that arise with respect to
the Company's indebtedness.
Sincerely yours,
/s/ Gene T. Price
---------------------------------
Gene T. Price
GTP/cbm
cc: Mr. John D. Correnti
Mr. James A. Todd, Jr.
Mr. Wayne L. Bell
Birmingham
SouthTrust Tower
420 North Twentieth Street, Suite 3100
Birmingham, Alabama 35203
(205) 251-3000
Huntsville
Regency Center
400 Meridian Street, Suite 204
Huntsville, Alabama 35801
(256) 551-0010
Atlanta
One Georgia Center
600 West Peachtree Street, Suite 1200
Atlanta, Georgia 30308
(404) 815-3000
