Form S-8
File Nos. 33-27120,
2-55941, 2-69914,
and 2-51735
Rule 424(b)
PROSPECTUS
NUCOR CORPORATION
3,092,714 shares
Common Stock
Par Value $.40 Per Share
The shares offered hereby are being offered by senior officers or
directors of Nucor Corporation who may be deemed affiliates of Nucor. See
"Selling Stockholders" herein. Such shares will be sold on any stock exchange
on which Nucor's Common Stock is then listed, at prices then prevailing on
such exchange, or in other transactions at negotiated prices. Nucor will
receive no sales proceeds. Net proceeds to Selling Stockholders will be the
proceeds received by them upon such sales less brokerage commissions, if any.
Nucor's Common Stock is listed on the New York Stock Exchange. The
closing price on that exchange on April 29, 1994 was $61.375 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
No person has been authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon.
The date of this Prospectus is April 29, 1994<PAGE>
April 29, 1994 Prospectus Senior Officers and Directors Page 2
AVAILABLE INFORMATION
Nucor Corporation ("Nucor") is subject to the informational requirements
of the Securities Exchange Act of 1934 and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission. Such reports, proxy statements and other information
(including the annual report on Form 10-K for last year and the proxy
statement for this year's annual meeting of stockholders) can be inspected
and copied at the public reference facilities maintained by the
Securities and Exchange Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, at the Commission's regional offices
at 75 Park Place, Los Angeles, California 90036-3648, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and at the New York Stock
Exchange, on which the Common Stock of Nucor is listed.
Copies of such material can be obtained from the Public
Reference Section of the Securities and Exchange Commission at the above
address at prescribed rates.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Securities and
Exchange Commission are
incorporated in this Prospectus by reference:
(a) Nucor's latest annual report filed under Section
13 or 15(d) of the
Securities Exchange Act of 1934 (the "Act");
(b) All other reports filed under Section 13 of 15(d)
of the Act since the end of the fiscal year covered by the annual report
referred to in (a) above;
(c) Nucor's definitive proxy statement filed under
Section 14 of the Act in connection with the latest annual meeting of
stockholders, and any definitive proxy statements so filed in connection
with any subsequent special meetings of stockholders;
(d) The description of Nucor's Common Stock contained
in the registration statement filed under Section 12 of the Act, including any
amendment or report filed to update such description.
All reports and other documents subsequently filed by
Nucor pursuant to Sections 13, 14, and 15(d) of the Act, prior to filing a
post-effective Amendment which indicates
that all Common Stock offered hereby has been sold (or which
deregisters all Common Stock remaining unsold) shall be deemed to be
incorporated by reference herein and to
be made a part of this Prospectus from the date of their
filing.
Each person to whom this Prospectus is sent or given
will, on written or oral request and without charge, be furnished a copy of any
document incorporated herein by reference. Requests should be made to Nucor's
corporate secretary at Nucor's address or telephone number appearing herein.
IDENTITY OF ISSUER
Nucor was incorporated under Delaware law in 1958.
Nucor's executive offices are located at 2100 Rexford Road, Charlotte,
North Carolina, 28211, and its telephone number is 704/366-7000.
<PAGE>
April 29, 1994 Prospectus Senior Officers and Directors Page 3
SELLING STOCKHOLDERS
The table below sets forth as of March 31, 1994,
certain information about the Selling
Stockholders, all of whom are senior officers or directors
of Nucor, with an address c/o Nucor Corporation, 2100 Rexford Road,
Charlotte, North Carolina, 28211. The figures
appearing in the column entitled "Shares Beneficially Owned"
include shares which may be acquired upon the exercise of options granted
by Nucor pursuant to its Key Employees Incentive Stock Option Plans.
The number of shares which may be acquired upon the exercise
of such options is also shown separately, with respect to
each selling stockholder, in the column entitled "Unexercised Options Held."
The figures appearing in the column entitled
"Shares Offered Hereby" were or are to be acquired (1) upon
the exercise of options granted by Nucor pursuant to its Key Employees
Incentive Stock Option Plans, (2) pursuant to Nucor's
Senior Officers Incentive Stock Compensation Plan, (3)
pursuant to Nucor's Employee Monthly Stock Investment Plan, and (4) pursuant
to Nucor's Employee Stock Ownership Plan.
The Selling Stockholders may from time to time offer
all or part of the foregoing shares in the manner set forth on the cover
page of this Prospectus. In addition, they may
from time to time offer, pursuant to this Prospectus,
additional shares to be acquired pursuant to the above Plans. Nucor will
pay the expenses of this Prospectus but will receive no sales proceeds.
<TABLE>
<CAPTION>
Shares Unexercised Shares
Beneficially Options Offered
Names and Positions Owned Held Hereby
<S> <C> <C> <C>
H. David Aycock, Director 717,701 --- 585,401
A. Jay Bowcutt, Vice President 13,600 9,483 13,600
James E. Campbell, Vice President 48,883 17,143 47,883
John D. Correnti, President and
Chief Operating Officer 47,892 14,705 47,892
James W. Cunningham, Director 458,964 --- 405,168
Jerry V. DeMars, Vice President 32,673 14,699 32,673
Daniel R. DiMicco, Vice President 14,499 2,665 14,499
John A. Doherty, Vice President 446,592 17,143 443,064
Jeffrey P. Downing, Vice President 7,313 4,905 7,313
Ladd R. Hall, Vice President 4,799 4,713 4,799
Donald N. Holloway, Vice President 167,448 5,863 167,448
Kenneth H. Huff, Vice President 5,067 3,549 5,067
F. Kenneth Iverson, Director, Chairman and
Chief Executive Officer 783,056 19,237 587,628
Terry S. Lisenby, Vice President 13,450 8,495 13,450
Hamilton Lott, Jr., Vice President 39,083 14,699 39,083
Harry R. Lowe, Vice President 12,686 7,537 9,868
Rodney B. Mott, Vice President 12,386 9,745 12,386
D. Michael Parrish, Vice President 24,983 15,635 24,983
James W. Ronner, Vice President 13,990 7,417 13,950
Larry A. Roos, Vice President 122,195 17,143 119,483
Joseph A. Rutkowski, Vice President 11,006 8,941 11,006
Samuel Siegel, Director, Vice Chairman,
Chief Financial Officer, Treasurer and Secretary 564,938 22,516 486,070
</TABLE>
