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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
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)
December 2, 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.
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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]
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13D - AMENDMENT NO. 5
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 amended by Amendment No. 3 dated September 10, 1999
as further amended by Amendment No. 4 dated September 21, 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:
On December 2, 1999, the Company and members of the United Group
entered into a Settlement Agreement evidencing their agreement to
settle their proxy contest. On December 2, 1999, pursuant to the
Settlement Agreement, the Board of Directors of the Company was
reconstituted. The Company's new Board consists of twelve directors,
nine persons previously designated by the United Group in its proxy
solicitation and three holdovers from the previous Board. The former
include John D. Correnti, James A. Todd, Jr., James W. McGlothlin,
Donna M. Alvarado, Robert M. Gerrity, Alvin R. Carpenter, Robert H.
Spilman, Jerry E. Dempsey, and Steven R. Berrard. The latter include C.
Stephen Clegg, Richard de J. Osborne and Robert D. Kennedy.
The new Board held a meeting on December 2, 1999 and elected John D.
Correnti as Chairman and Chief Executive Officer of the Company.
Pursuant to the Settlement Agreement, the United Group also agreed to
terminate its solicitation of consents and rescind any action
previously taken in connection with such consent action.
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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
No material change.
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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: December 3, 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
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/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
