<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
August 13, 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
CUSIP No. 091250100
1. Name of Reporting Person: The United Company
IRS Identification No. 54-1120913
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Virginia
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 0
8. Shared Voting Power: 1,819,400
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 1,819,400
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,819,400
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 6.1%
14. Type of Reporting Person: HC
<PAGE> 4
CUSIP No. 091250100
1. Name of Reporting Person: United Management Company LLC
IRS Identification No. 54-1884068
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 0
8. Shared Voting Power: 1,949,200
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 1,949,200
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,949,200
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 6.6%
14. Type of Reporting Person: OO
<PAGE> 5
CUSIP No. 091250100
1. Name of Reporting Person: United Opportunities Fund, LLC
IRS Identification No. 54-1886995
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 0
8. Shared Voting Power: 1,635,300
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 1,635,300
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,635,300
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 5.5%
14. Type of Reporting Person: OO
<PAGE> 6
CUSIP No. 091250100
1. Name of Reporting Person: The Summit Fund, LLC
IRS Identification No. 54-1897775
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 0
8. Shared Voting Power: 190,100
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 190,100
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 190,100
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 0.6%
14. Type of Reporting Person: OO
<PAGE> 7
CUSIP No. 091250100
1. Name of Reporting Person: UC Investment Trust
IRS Identification No. 54-1901936
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Ohio
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 0
8. Shared Voting Power: 90,800
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 90,800
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 90,800
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: OO
<PAGE> 8
CUSIP No. 091250100
1. Name of Reporting Person: Nicholas D. Street
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: PF; AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 10,000
8. Shared Voting Power: 1,959,200
9. Sole Dispositive Power: 10,000
10. Shared Dispositive Power: 1,959,200
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,969,200
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 6.6%
14. Type of Reporting Person: IN
<PAGE> 9
CUSIP No. 091250100
1. Name of Reporting Person: James W. McGlothlin
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 0
8. Shared Voting Power: 1,980,200
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 1,980,200
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,980,200
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 6.7%
14. Type of Reporting Person: IN
<PAGE> 10
CUSIP No. 091250100
1. Name of Reporting Person: Lois A. Clarke
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: PF; AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 3,600
8. Shared Voting Power: 0
9. Sole Dispositive Power: 3,600
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 3,600
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11):
less than 0.1 %
14. Type of Reporting Person: IN
<PAGE> 11
CUSIP No. 091250100
1. Name of Reporting Person: James A. Todd, Jr.
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: PF; OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 119,054
8. Shared Voting Power: 74,549
9. Sole Dispositive Power: 119,054
10. Shared Dispositive Power: 74,549
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 193,603
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 0.7%
14. Type of Reporting Person: IN
<PAGE> 12
CUSIP No. 091250100
1. Name of Reporting Person: Mark A. Todd
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: PF; OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 12,529
8. Shared Voting Power: 94,220
9. Sole Dispositive Power: 12,529
10. Shared Dispositive Power: 94,220
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 106,749
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 0.4%
14. Type of Reporting Person: IN
<PAGE> 13
CUSIP No. 091250100
1. Name of Reporting Person: John D. Correnti
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 0
8. Shared Voting Power: 0
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 100,000 Note: Based on an Agreement in
Principle between The United Company and Correnti, The United
Company has agreed to grant Correnti an option on 100,000
Shares owned by The United Company.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: IN
<PAGE> 14
CUSIP No. 091250100
1. Name of Reporting Person: Paul Ekberg
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds: PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 2,151
8. Shared Voting Power: 9,000
9. Sole Dispositive Power: 2,151
10. Shared Dispositive Power: 9,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 11,151
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11):
less than .01%
14. Type of Reporting Person: IN
<PAGE> 15
13D - AMENDMENT NO. 1
The undersigned hereby amend their Schedule 13D Statement dated July 29, 1999
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
The first two sentences of Item 3 are amended and restated in their
entirety by the following:
The Shares beneficially owned by the Reporting Persons were purchased
for an aggregate price of $14,650,845.
UO Fund and Summit Fund used approximately $11,124,514 and $2,201,085,
respectively, of funds available for investment to purchase their Shares.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to add the following:
In accordance with Article I, Section 10 of the Issuer's by-laws,
counsel for the Group delivered a letter to the Chief Executive Officer and
Corporate Secretary of the Issuer on August 13, 1999 notifying Issuer of the
Group's director nominees. The letter is attached hereto as Exhibit E, the text
of which is incorporated herein by reference.
<PAGE> 16
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The first five paragraphs of Item 5(a) and (b) are replaced in their
entirety by the following:
(a) and (b). As of the close of business on August 14, 1999, the
Reporting Persons beneficially owned in the aggregate 2,309,303 Shares,
constituting approximately 7.8% of the total outstanding Shares of the Issuer
(based upon the number of Shares reported to be outstanding in the Issuer's Form
10Q for the fiscal quarter ended March 31, 1999).
In aggregate, Street may be deemed the beneficial owner of 1,969,200
Shares, constituting approximately 6.6% of the total outstanding Shares.
In aggregate, McGlothlin may be deemed the beneficial owner of
1,980,200 Shares, constituting approximately 6.7% of the total outstanding
Shares.
The basis upon which beneficial ownership for Street and McGlothlin is
calculated is set forth as follows:
(1) Street and McGlothlin, by reason of their control of the United
Group, share with each other voting and disposition powers of the Shares owned
by the following members of the United Group and may be deemed beneficial owners
of such Shares:
<TABLE>
<CAPTION>
% of Total
Entity Number of Shares Shares Outstanding
------ ---------------- ------------------
<S> <C> <C>
UO Fund 1,635,300 5.5%
Summit Fund 190,100 0.6%
UCI Trust 90,800 0.3%
</TABLE>
(c) Item 5(c) is hereby amended to add the following:
The following table sets forth all transactions with respect to the
Issuer's Shares effected by each of the Reporting Persons since the most recent
filing on Schedule 13D. Each transaction set forth below reflects a purchase
effected by means of open market transactions on the New York Stock Exchange.
<TABLE>
<CAPTION>
REPORTING TRADE DATE TYPE OF # OF SHARES PRICE PER
PERSON TRANSACTION SHARE ($)
<S> <C> <C> <C> <C>
UO Fund 08/03/99 Purchase 3,000 8.422
UO Fund 08/04/99 Purchase 3,000 8.025
</TABLE>
(d)-(e) 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 E: Letter to Chief Executive Officer and Corporate Secretary
of Issuer notifying Issuer of Group's Director Nominees
<PAGE> 17
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: August 16, 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
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> 18
/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
[BURR & FORMAN LLP LETTERHEAD]
POST OFFICE BOX 830719
BIRMINGHAM, ALABAMA 35283-0719
(205) 251-3000
(205) 458-5100 (FAX)
JERRY F. PERKINS, JR.
DIRECT DIAL (205) 458-5170
E-MAIL:[email protected]
August 13, 1999
VIA HAND DELIVERY
Chief Executive Officer
Birmingham Steel Corporation
1000 Urban Center Parkway
Suite 300
Birmingham, Alabama 35242
Attention: Robert A. Garvey
Corporate Secretary
Birmingham Steel Corporation
1000 Urban Center Parkway
Suite 300
Birmingham, Alabama 35242
Attention: Catherine W. Pecher
RE: DIRECTOR NOMINEES OF BIRMINGHAM STEEL CORPORATION SHAREHOLDER GROUP
Dear Sir or Madam:
This letter is sent on behalf of the group of shareholders (the
"Group") of Birmingham Steel Corporation (the "Company") more particularly
described in the Schedule 13D filed by the Group with the United States
Securities and Exchange Commission on July 29, 1999 (the "Schedule 13D"). A
copy of the Schedule 13D was hand delivered and sent certified mail to you on
July 29, 1999. As discussed in the Schedule 13D, the Group intends to nominate
a slate of directors for election at the Company's 1999 Annual Meeting of
Shareholders (the "Annual Meeting") in opposition to persons nominated by the
Company's management. In accordance with Article I, Section 10 of the Company's
Bylaws, this letter will serve to notify the Company of the Group's director
nominees (the "Nominees") and will provide certain information regarding the
Nominees required to be submitted to the Company.
NAMES AND BACKGROUNDS OF NOMINEES
The Company currently has nine directors, all of whose terms will
expire at the Annual
<PAGE> 2
BURR & FORMAN LLP
Birmingham Steel Corporation
August 13, 1999
Page No. 2
Meeting. The Group knows of no plans by the Company to increase the number of
directors on the Board. However, the Group reserves the right to nominate
additional persons if there is an increase in the number of directors by the
Company. Based on the foregoing, the Group will nominate the following nine
individuals as directors for election at the Annual Meeting:
1. JOHN D. CORRENTI, age 52, is currently self employed as a
consultant. Mr. Correnti served in various capacities at Nucor Corporation, a
manufacturer of steel products, from 1980 until June 1999, including most
recently as Vice Chairman of the Board of Directors, President and Chief
Executive Officer. Mr. Correnti currently serves on the Board of Directors of
Harnischfeger Industries and Navistar International Corporation. Mr. Correnti's
business address is 6833 Aronomink Drive, Charlotte, North Carolina 28210.
2. JAMES A. TODD, JR., age 71, is retired. Mr. Todd was the Chief
Executive Officer and Chairman of the Board of Directors of the Company from
1991 until January 1996. He served as an employee and Director of the Company
from January 1996 until retiring in August 1996 and as a consultant to the
Chairman of the Board from August 1996 until December 1996. Mr. Todd is a
director of Kinross Gold Corporation.
3. JAMES W. MCGLOTHLIN, age 59, has been President, Chief Executive
Officer, and Chairman of the Board of Directors of The United Company, since
1987. The United Company is primarily engaged in the business of financial
services and also invests in or has operations in oil and gas, real estate and
golf development, cogeneration, and construction supply and distribution. Mr.
McGlothlin serves on the Board of Directors of CSX Corporation. Mr.
McGlothlin's business address is 1005 Glenway Avenue, Bristol, Virginia 24203.
4. DONNA M. ALVARADO, age 50, has been President of Aguila
International, an international business development consulting firm, since
1994. Ms. Alvarado was President and Chief Executive Officer of Quest
International, a non-profit organization engaged worldwide in developing,
publishing and marketing training products for public and private education
systems, from 1989 to 1994. Ms. Alvarado is a director of Harnischfeger
Industries and Park National Bank. Ms. Alvarado's business address is 91
Jefferson Avenue, Columbus, Ohio 43215.
5. ROBERT M. GERRITY, age 61, has been self-employed as a
consultant since 1995. Mr. Gerrity was Vice Chairman and a member of the Board
of Directors of New Holland N.V., an agricultural and industrial equipment
manufacturing company, from 1991 to 1995. From 1987 to 1991, Mr. Gerrity served
as the President and Chief Executive Officer of Ford New Holland Inc., an
agricultural and industrial equipment manufacturing company subsequently
consolidated into
<PAGE> 3
BURR & FORMAN LLP
Birmingham Steel Corporation
August 13, 1999
Page No. 3
New Holland N.V. Prior thereto, Mr. Gerrity served in various management
capacities at Ford Motor Company, including President of Ford of Brazil. Mr.
Gerrity is currently a director of Standard Motor Products and Harnischfeger
Industries. He also served as a director of Rubbermaid Inc. from 1992 to 1998.
Mr. Gerrity's business address is 114 Division Street, Bellaire, Michigan
49615.
6. ALVIN R. CARPENTER, age 57, has been President and CEO of CSX
Transportation, Inc., a railroad transportation company and a wholly-owned
subsidiary of CSX Corporation, since 1991. Mr. Carpenter has also been Vice
Chairman of CSX Corporation since July, 1999. Mr. Carpenter served as Executive
Vice President of Sales and Marketing at CSX Transportation from 1989 to 1991.
Mr. Carpenter's business address is 50 North Laura Street, Jacksonville,
Florida 32202.
7. ROBERT H. SPILMAN, age 71, is sole-proprietor of Spilman
Properties, an investment company. Mr. Spilman served in various capacities at
Bassett Furniture Industries, Inc., a manufacturer and retail seller of home
furniture, from 1957 until 1997, including as Chief Executive Officer and
Chairman of the Board of Directors. Mr. Spilman currently serves as director of
The Pittston Company and Dominion Resources.
8. JERRY E. DEMPSEY, age 66, is retired. Mr. Dempsey was Chief
Executive Officer and Chairman of the Board of Directors of PPG Industries,
Inc., a manufacturer of protective and decorative coatings, fiberglass
products, and specialty chemicals, from 1993 until 1997. Mr. Dempsey was
President and Chief Executive Officer of Chemical Waste Management and Senior
Vice President of WMX Technologies, from 1985 until 1993. Mr. Dempsey is a
director of Eastman Chemical Company and Navistar International Corporation.
9. STEVEN R. BERRARD, age 45, has been President and Co-Chief
Executive Officer of AutoNation, Inc., an automotive retailer, since 1997.
AutoNation, Inc. also operates an automotive rental business which includes
Alamo Rent-A-Car, National Car Rental Systems, Inc., and Car Temps USA. Prior
to joining AutoNation, Mr. Berrard served as President and Chief Executive
Officer of the Blockbuster Entertainment Group, a division of Viacom Inc. From
1988 until 1992, Mr. Berrard served as Senior Vice President and Chief
Executive Officer of Blockbuster Entertainment Corp. and also served as Vice
Chairman of Blockbuster Entertainment Corp. from 1990 until 1996. Mr. Berrard
currently serves as a director of Gerald Stevens, Inc. and Florida Panthers
Holdings, Inc.
<PAGE> 4
BURR & FORMAN LLP
Birmingham Steel Corporation
August 13, 1999
Page No. 4
Each of the above individuals has executed a Consent of Nominee Form
and is a bona fide nominee as defined in Rule 14a-4(d) of Regulation 14A
promulgated under the Securities Exchange Act of 1934. Copies of the executed
Consent of Nominee Forms are attached as Exhibit A to this letter. In addition
to being slated as a director by the Group, Mr. Correnti has been slated to be
Chairman of the Board of Directors and Chief Executive Officer of the Company
pursuant to an Agreement in Principle dated July 16, 1999 (the "Agreement in
Principle") between Mr. Correnti and The United Company. Pursuant to the
Agreement in Principle, Correnti has agreed to provide the Group with
consulting services involving the Group's proxy campaign. A copy of the
Agreement in Principle was delivered to the Company on July 29, 1999 as Exhibit
B to the Schedule 13D.
BENEFICIAL STOCK OWNERSHIP OF NOMINEES
The following table discloses shares of the Company's common stock
owned beneficially by Nominees.
<TABLE>
<CAPTION>
Number of Shares Percent of
Nominee Beneficially Owned Class (1)
------- ------------------ ----------
<S> <C> <C>
James W. McGlothlin 1,980,200 (2) 6.7%
James A. Todd, Jr. 193,603 (3) 0.7%
John D. Correnti 100,000 (4) 0.3%
</TABLE>
- ---------------
Note: Mr. McGlothlin, Mr. Todd, and Mr. Correnti are the only Nominees that
beneficially own securities of the Company.
(1) Such percentages are based upon the number of shares of common stock
reported to be outstanding in the Company's Form 10Q for the fiscal quarter
ended March 31, 1999.
(2) The basis upon which the beneficial ownership of Mr. McGlothlin is
calculated is set forth as follows:
(a) Mr. McGlothlin is either a direct or indirect controlling
owner of the following entities (i) United Management Company, LLC, a Delaware
limited liability company ("Management Company"), (ii) United Opportunities
Fund, LLC, a Delaware limited liability company ("UO Fund"), and (iii) The
Summit Fund, LLC, a Delaware limited liability company ("Summit Fund") (the
foregoing entities, being collectively referred to herein as the "United
Group"). Additionally, Mr. McGlothlin may be deemed to control the investment
decisions of UC Investment Trust (the "UCI Trust") which operates the UC
Investment Fund (the "UCI Fund"), a
<PAGE> 5
BURR & FORMAN LLP
Birmingham Steel Corporation
August 13, 1999
Page No. 5
publicly traded mutual fund, by virtue of his control of the Management
Company, the investment manager of the UCI Fund. By reason of his control of
the foregoing entities, Mr. McGlothlin may be deemed the beneficial owner of
the following shares owned directly by such entities:
<TABLE>
<CAPTION>
Entity Number of Shares
------ ----------------
<S> <C>
UO Fund 1,635,300
Summit Fund 190,100
UCI Trust 90,800
---------
Total 1,916,200
</TABLE>
(b) Management Company is the beneficial owner of 39,000 Shares
which are held in certain individual discretionary investment accounts managed
by Management Company. Management Company has sole voting and disposition power
over the Shares held in these discretionary investment accounts. By virtue of
his control of Management Company, Mr. McGlothlin may be deemed the beneficial
owners of these 39,000 Shares.
(c) Mr. McGlothlin may be deemed the beneficial owner of 25,000
Shares owned directly by his wife, Frances McGlothlin.
(3) Includes 119,054 shares owned directly by Mr. Todd and 74,549 shares
owned directly by his wife, Mary Margaret Todd.
(4) Under the Agreement in Principle, the United Group has agreed to
grant Correnti an option to purchase from the United Group 100,000 of the
shares owned by the United Group at an exercise price of $4.88.
TRANSACTIONS IN COMMON STOCK DURING LAST TWO YEARS
A summary of all common stock of the Company purchased and sold by
Nominees during the last two years is attached hereto as Exhibit B.
ADDITIONAL INFORMATION
Mr. Todd retired from the Company in August 1996 under the provisions
of the Company's Management Security Plan providing for annual retirement
payments for twenty years and a split
<PAGE> 6
BURR & FORMAN LLP
Birmingham Steel Corporation
August 13, 1999
Page No. 6
dollar life insurance policy. Subsequent to Mr. Todd's retirement, the Company
amended and restated the Management Security Plan to constitute the Company's
Executive Retirement and Compensation Deferral Plan (as amended and restated,
the "Security Plan"). Pursuant to the Security Plan, Mr. Todd received
approximately $236,440 in retirement benefits in 1998 and for the current
calendar year has received approximately $140,113 through August 13, 1999. The
Security Plan provides that upon a change of control in the Company (including,
under certain circumstances, a majority change in the Board of Directors), all
vested benefits payable under the Security Plan will be accelerated and
distributed to participants in the Security Plan.
Mr. Todd is a director and shareholder of EMSOURCE, Inc. ("Emsource"),
an environmental remediation company. On December 23, 1997, the Company and
Emsource entered into an Agreement of Sale whereby the Company conveyed to
Emsource a parcel of land formerly occupied by Norfolk Steel Corporation (the
"Site"). Pursuant to the Agreement of Sale, a trust fund was established to
fund the remediation and long term monitoring of the Site. Emsource received a
fee of approximately $72,500 for its remediation services. Under the Agreement
of Sale, the Company held a mortgage on the Site of up to $390,000 (the
"Mortgage"). On December 4, 1998, Emsource sold a portion of the Site to a
third party and Emsource distributed a portion of the sales proceeds to the
Company in satisfaction of the Mortgage.
Except as described herein, no Nominee (a) has, during the past ten
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), (b) has borrowed any funds for the purpose of acquiring
or holding any securities of the Company, (c) has, within the past year, been a
party to any contract, arrangement or understanding with any person with
respect to securities of the Company, (d) has any arrangement or understanding
with respect to any future employment by the Company or its affiliates, (e) has
any arrangement or understanding with respect to any future transactions to
which the Company or its affiliates will or may be a party, or (f) is a party
in a material legal proceeding adverse to the Company or its subsidiaries.
Except as disclosed herein, during the past five years, no Nominee (a)
has been involved in a petition under the federal bankruptcy laws or any state
insolvency law, or the appointment of a receiver, fiscal agent, or similar
officer for his or her property or the property of any partnership in which he
or she was a general partner, or any corporation in which he or she was an
executive officer; (b) has been subject to any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any court of competent
jurisdiction enjoining him or her from or otherwise limiting for more than 60
days his or her right to (i) act as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, or other person regulated by The Commodity
Futures Trading Commission, or an
<PAGE> 7
BURR & FORMAN LLP
Birmingham Steel Corporation
August 13, 1999
Page No. 7
associated person of any of the foregoing, or as an investment adviser,
underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan
association or insurance company, or engaging in or continuing any conduct or
practice in connection with such activity, (ii) engage in any type of business
practice, or (iii) engage in any activity in connection with the purchase or
sale of any security or commodity or in connection with any violation of
federal or state securities laws or federal commodities laws, or (c) has been
found by a court of competent jurisdiction or the Securities and Exchange
Commission to have violated any federal or state securities laws.
Except as described herein, no Nominee (a) has engaged in any
transaction or series of transactions since the beginning of the Company's last
fiscal year, or in any currently proposed transaction, to which the Company or
any of its subsidiaries is a party in which the amount involved exceeds
$60,000, or (b) has been indebted to the Company or its subsidiaries at any
time since the beginning of the Company's last fiscal year in an amount in
excess of $60,000.
Except as described herein, no Nominee is, or during the last fiscal
year has been, an executive officer of, or owns, or during the last fiscal year
has owned, of record or beneficially in excess of a 10 percent equity interest
in any business (a) which has made or received payments to or from the
Corporation or its subsidiaries for property or services during the Company's
last fiscal year or proposes to make such payments during the current fiscal
year in excess of five percent of the Company's consolidated gross revenues for
its last full fiscal year or the other entity's consolidated gross revenues for
its last full fiscal year, or (b) which the Company was indebted to at the end
of the Company's last fiscal year in an aggregate amount in excess of five
percent of the Company's total consolidated assets at the end of such fiscal
year.
No Nominee is, or during the last fiscal year has been (a) a member
of, or of counsel to, a law firm that the Company has retained during the last
fiscal year or proposes to retain during the current fiscal year, or (b) a
partner or executive officer of any investment banking firm that has performed
services for the Company.
Very truly yours,
/s/ Jerry F. Perkins, Jr.
Jerry F. Perkins Jr.
JFPjr:kdm
cc: Peter Atkins (via facsimile)
<PAGE> 8
EXHIBIT A
CONSENT OF NOMINEE FORMS
[see attached]
<PAGE> 9
CONSENT OF NOMINEE
John D. Correnti ("Nominee") does hereby acknowledge and consent to his or
her nomination (the "Nomination") for election to the Board of Directors of
Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the
Company's 1999 Annual Meeting of Shareholders.
Nominee further acknowledges and consents that the Nomination will be made
by a group of the Company's shareholders (the "Shareholder Group") in order to
comprise a slate of directors in opposition to nominations for director made by
the Company's management. Nominee further consents to the inclusion of the
Nomination in the Shareholder Group's proxy statement and proxy form and
Nominee agrees to serve as a director of the Company if so elected.
Nominee acknowledges that the Shareholder Group is comprised of those
persons more particularly described in that certain Schedule 13D filed by the
Shareholder Group on July 29, 1999 with the United States Securities and
Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee
this 10 day of August, 1999.
/s/ John D. Correnti
-----------------------------------
Print Name: John D. Correnti
------------------------
<PAGE> 10
CONSENT OF NOMINEE
James A. Todd, Jr. ("Nominee") does hereby acknowledge and consent to his
or her nomination (the "Nomination") for election to the Board of Directors of
Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the
Company's 1999 Annual Meeting of Shareholders.
Nominee further acknowledges and consents that the Nomination will be made
by a group of the Company's shareholders (the "Shareholder Group") in order to
comprise a slate of directors in opposition to nominations for director made by
the Company's management. Nominee further consents to the inclusion of the
Nomination in the Shareholder Group's proxy statement and proxy form and Nominee
agrees to serve as a director of the Company is so elected.
Nominee acknowledges that the Shareholder Group is comprised of those
persons more particularly described in that certain Schedule 13D filed by the
Shareholder Group on July 29, 1999 with the United States Securities and
Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee
this 10th day of August, 1999.
/s/ James A. Todd, Jr.
------------------------------------
Print Name: James A. Todd, Jr.
------------------------
<PAGE> 11
CONSENT OF NOMINEE
James W. McGlothlin ("Nominee") does hereby acknowledge and consent to his
or her nomination (the "Nomination") for election to the Board of Directors of
Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the
Company's 1999 Annual Meeting of Shareholders.
Nominee further acknowledges and consents that the Nomination will be made
by a group of the Company's shareholders (the "Shareholder Group") in order to
comprise a slate of directors in opposition to nominations for director made by
the Company's management. Nominee further consents to the inclusion of the
Nomination in the Shareholder Group's proxy statement and proxy form and Nominee
agrees to serve as a director of the Company is so elected.
Nominee acknowledges that the Shareholder Group is comprised of those
persons more particularly described in that certain Schedule 13D filed by the
Shareholder Group on July 29, 1999 with the United States Securities and
Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee
this 4th day of August, 1999.
/s/ James W. McGlothlin
------------------------------------
Print Name: James W. McGlothlin
------------------------
<PAGE> 12
CONSENT OF NOMINEE
Donna Maria Alvarado ("Nominee") does hereby acknowledge and consent to his
or her nomination (the "Nomination") for election to the Board of Directors of
Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the
Company's 1999 Annual Meeting of Shareholders.
Nominee further acknowledges and consents that the Nomination will be made
by a group of the Company's shareholders (the "Shareholder Group") in order to
comprise a slate of directors in opposition to nominations for director made by
the Company's management. Nominee further consents to the inclusion of the
Nomination in the Shareholder Group's proxy statement and proxy form and Nominee
agrees to serve as a director of the Company if so elected.
Nominee acknowledges that the Shareholder Group is comprised of those
persons more particularly described in that certain Schedule 13D filed by the
Shareholder Group on July 29, 1999 with the United States Securities and
Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee
this 9th day of August, 1999.
/s/ Donna Maria Alvarado
------------------------------------
Print Name: Donna Maria Alvarado
------------------------
<PAGE> 13
CONSENT OF NOMINEE
Robert M. Gerrity ("Nominee") does hereby acknowledge and consent to his
or her nomination (the "Nomination") for election to the Board of Directors of
Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the
Company's 1999 Annual Meeting of Shareholders.
Nominee further acknowledges and consents that the Nomination will be made
by a group of the Company's shareholders (the "Shareholder Group") in order to
comprise a slate of directors in opposition to nominations for director made by
the Company's management. Nominee further consents to the inclusion of the
Nomination in the Shareholder Group's proxy statement and proxy form and Nominee
agrees to serve as a director of the Company if so elected.
Nominee acknowledges that the Shareholder Group is comprised of those
persons more particularly described in that certain Schedule 13D filed by the
Shareholder Group on July 29, 1999 with the United States Securities and
Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee
this 9th day of August, 1999.
/s/ Robert M. Gerrity
------------------------------------
Print Name: Robert M. Gerrity
------------------------
<PAGE> 14
CONSENT OF NOMINEE
Alvin R. Carpenter ("Nominee") does hereby acknowledge and consent to his
or her nomination (the "Nomination") for election to the Board of Directors of
Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the
Company's 1999 Annual Meeting of Shareholders.
Nominee further acknowledges and consents that the Nomination will be made
by a group of the Company's shareholders (the "Shareholder Group") in order to
comprise a slate of directors in opposition to nominations for director made by
the Company's management. Nominee further consents to the inclusion of the
Nomination in the Shareholder Group's proxy statement and proxy form and Nominee
agrees to serve as a director of the Company if so elected.
Nominee acknowledges that the Shareholder Group is comprised of those
persons more particularly described in that certain Schedule 13D filed by the
Shareholder Group on July 29, 1999 with the United States Securities and
Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee
this 9th day of August, 1999.
/s/ Alvin R. Carpenter
------------------------------------
Print Name: Alvin R. Carpenter
------------------------
<PAGE> 15
CONSENT OF NOMINEE
Robert H. Spilman ("Nominee") does hereby acknowledge and consent to his
or her nomination (the "Nomination") for election to the Board of Directors of
Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the
Company's 1999 Annual Meeting of Shareholders.
Nominee further acknowledges and consents that the Nomination will be made
by a group of the Company's shareholders (the "Shareholder Group") in order to
comprise a slate of directors in opposition to nominations for director made by
the Company's management. Nominee further consents to the inclusion of the
Nomination in the Shareholder Group's proxy statement and proxy form and Nominee
agrees to serve as a director of the Company if so elected.
Nominee acknowledges that the Shareholder Group is comprised of those
persons more particularly described in that certain Schedule 13D filed by the
Shareholder Group on July 29, 1999 with the United States Securities and
Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee
this 11th day of August, 1999.
/s/ Robert H. Spilman
------------------------------------
Print Name: Robert H. Spilman
------------------------
<PAGE> 16
CONSENT OF NOMINEE
Jerry E. Dempsey ("Nominee") does hereby acknowledge and consent to his
or her nomination (the "Nomination") for election to the Board of Directors of
Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the
Company's 1999 Annual Meeting of Shareholders.
Nominee further acknowledges and consents that the Nomination will be made
by a group of the Company's shareholders (the "Shareholder Group") in order to
comprise a slate of directors in opposition to nominations for director made by
the Company's management. Nominee further consents to the inclusion of the
Nomination in the Shareholder Group's proxy statement and proxy form and Nominee
agrees to serve as a director of the Company if so elected.
Nominee acknowledges that the Shareholder Group is comprised of those
persons more particularly described in that certain Schedule 13D filed by the
Shareholder Group on July 29, 1999 with the United States Securities and
Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee
this 11th day of August, 1999.
/s/ Jerry E. Dempsey
------------------------------------
Print Name: Jerry E. Dempsey
------------------------
<PAGE> 17
CONSENT OF NOMINEE
Steven R. Berrard ("Nominee") does hereby acknowledge and consent to his
or her nomination (the "Nomination") for election to the Board of Directors of
Birmingham Steel Corporation, a Delaware corporation (the "Company"), at the
Company's 1999 Annual Meeting of Shareholders.
Nominee further acknowledges and consents that the Nomination will be made
by a group of the Company's shareholders (the "Shareholder Group") in order to
comprise a slate of directors in opposition to nominations for director made by
the Company's management. Nominee further consents to the inclusion of the
Nomination in the Shareholder Group's proxy statement and proxy form and Nominee
agrees to serve as a director of the Company if so elected.
Nominee acknowledges that the Shareholder Group is comprised of those
persons more particularly described in that certain Schedule 13D filed by the
Shareholder Group on July 29, 1999 with the United States Securities and
Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Consent of Nominee
this 12th day of August, 1999.
/s/ Steven R. Berrard
------------------------------------
Print Name: Steven R. Berrard
------------------------
<PAGE> 18
EXHIBIT B
TRANSACTIONS IN COMMON STOCK DURING LAST TWO YEARS
<TABLE>
<CAPTION>
UO Fund
Trade Type of
Date Transaction # of Shares
---- ----------- -----------
<S> <C> <C> <C>
07/30/98 Purchase 5,500
07/31/98 Purchase 100
08/05/98 Purchase 15,000
08/06/98 Purchase 7,000
08/10/98 Purchase 23,900
08/11/98 Purchase 10,000
08/13/98 Purchase 6,000
08/14/98 Purchase 15,000
08/17/98 Purchase 10,000
08/21/98 Purchase 9,000
08/26/98 Purchase 10,000
08/27/98 Purchase 15,000
09/03/98 Purchase 80,000
09/04/98 Purchase 50,000
09/08/98 Purchase 50,000
09/09/98 Purchase 30,000
09/10/98 Purchase 50,000
09/11/98 Purchase 80,000
09/18/98 Purchase 20,000
09/24/98 Purchase 20,000
09/25/98 Purchase 80,000
09/28/98 Purchase 10,000
</TABLE>
<PAGE> 19
<TABLE>
<S> <C> <C> <C>
10/01/98 Purchase 15,000
10/05/98 Purchase 40,000
06/07/99 Purchase 10,000
06/08/99 Purchase 58,500
06/10/99 Purchase 93,900
07/19/99 Purchase 97,000
07/20/99 Purchase 41,000
07/20/99 Sale 1,000
07/21/99 Purchase 96,500
07/22/99 Purchase 102,600
07/23/99 Purchase 95,000
07/26/99 Purchase 99,000
07/27/99 Purchase 167,500
07/28/99 Purchase 117,800
08/03/99 Purchase 3,000
08/04/99 Purchase 3,000
Management
Company(1)
07/30/98 Purchase 500
08/11/98 Purchase 1,500
08/25/98 Purchase 2,500
08/27/98 Purchase 500
09/04/98 Purchase 1,000
09/08/98 Purchase 2,000
06/09/99 Purchase 7,500
06/10/99 Purchase 10,000
06/11/99 Purchase 5,000
</TABLE>
<PAGE> 20
<TABLE>
<S> <C> <C> <C>
07/26/99 Purchase 2,000
07/28/99 Purchase 6,000
UCI Trust
06/14/99 Purchase 55,000
06/16/99 Purchase 35,800
James W.
McGlothlin
07/19/99 Purchase 25,000(2)
The Summit Fund
LLC
08/26/98 Purchase 25,000
09/01/98 Purchase 1,900
09/02/98 Purchase 13,200
09/03/98 Purchase 30,000
09/04/98 Purchase 15,000
09/09/98 Purchase 10,000
10/02/98 Purchase 15,000
James A. Todd
1/10/97 Sale 13,300
1/13/97 Sale 17,700
1/14/97 Sale 6,500
1/15/97 Sale 9,200
1/16/97 Sale 25,300
1/17/97 Sale 19,400
</TABLE>
<PAGE> 21
<TABLE>
<S> <C> <C> <C>
01/21/97 Sale 2,132
01/22/97 Sale 8,500
08/28/97 Sale 80,272
05/27/98 Sale 7,650
</TABLE>
(1) Represents shares purchased by Management Company on behalf of
discretionary account clients.
(2) Represents 25,000 shares purchased by Mr. McGlothlin's wife, Frances
McGlothlin. Mr. McGlothlin may be deemed to beneficially own the 25,000
shares purchased by his wife.
