<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)*
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)
March 8, 2000
(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) [ ]
(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: 498,733
8. Shared Voting Power: 1,825,400
9. Sole Dispositive Power: 498,733
10. Shared Dispositive Power: 1,825,400
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,324,133
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 7.7%
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) [ ]
(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: 1,962,200
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 1,962,200
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,962,200
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 6.5%
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) [ ]
(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): 5.4%
14. Type of Reporting Person: OO
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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) [ ]
(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) [ ]
(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) [ ]
(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: 2,464,933
9. Sole Dispositive Power: 10,000
10. Shared Dispositive Power: 2,464,933
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,474,933
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 8.1%
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) [ ]
(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: 6,500
8. Shared Voting Power: 2,485,933
9. Sole Dispositive Power: 6,500
10. Shared Dispositive Power: 2,485,933
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,492,433
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 8.2%
14. Type of Reporting Person: IN
<PAGE> 10
13D - AMENDMENT NO. 7
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 amended by Amendment No. 4 dated September 21, 1999, as
amended by Amendment No. 5 dated December 3, 1999, as further amended by
Amendment No. 6 dated February 7, 2000 (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.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended to add the following:
On January 7, 2000, the Issuer's Board of Directors unanimously
approved to reimburse United Company, in stock, for all expenses incurred in
connection with the recent proxy contest led by United Company to change the
Issuer's management. On February 15, 2000, the Issuer effectuated the
reimbursement by granting United Company 498,733 shares of the Issuer's common
stock. The shares granted to United Company are unregistered and restricted.
ITEM 4. PURPOSE OF TRANSACTION
No material change.
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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). In aggregate, Street may be deemed the beneficial owner of
2,474,933 Shares, constituting approximately 8.1% of the total outstanding
Shares of the Issuer (based upon the number of Shares reported to be outstanding
in the Issuer's Form 10Q dated February 22, 2000).
In aggregate, McGlothlin may be deemed the beneficial owner of
2,492,433 Shares, constituting approximately 8.2% 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
Entities, share with each other voting and disposition powers of the Shares
owned by the following members of the United Entities and may be deemed
beneficial owners of such Shares:
<TABLE>
<CAPTION>
% of Total
Entity Number of Shares Shares Outstanding
------ ---------------- ------------------
<S> <C> <C>
United Company 498,733 1.6%
UO Fund 1,635,300 5.4%
Summit Fund 190,100 0.6%
UCI Trust 90,800 0.3%
</TABLE>
Because of their record ownership, each of the United Entities listed
in the above table may be deemed to share beneficial ownership of the Shares
with Street and McGlothlin.
<PAGE> 13
(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 filing of
Amendment No. 6 to this Schedule 13D on February 7, 2000.
<TABLE>
<CAPTION>
REPORTING TRADE DATE TYPE OF # OF SHARES PRICE PER
PERSON TRANSACTION SHARE ($)
<S> <C> <C> <C> <C>
United Company(1) 02/15/00 Grant 498,733 N/A
</TABLE>
(1) Represents Shares granted to United Company by Issuer for reimbursement of
expenses incurred in connection with the recent proxy contest led by United
Company to change the Issuer's manager. See Item 3.
(d)-(e) No material changes.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
No material changes.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No material changes.
<PAGE> 14
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: March 8, 2000
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
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/s/ Nicholas D. Street
--------------------------------------------
Nicholas D. Street
/s/ James W. McGlothlin
--------------------------------------------
James W. McGlothlin
