424(b)3
file # 33-27120
Form S-8
File Nos. 33-27120,
2-55941, 2-69914,
and 2-51735
Rule 424(b)
PROSPECTUS
NUCOR CORPORATION
3,073,606 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 28, 1995 was $48.00 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 28, 1995
<PAGE>
April 28, 1995 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 28, 1995 Prospectus Senior Officers and Directors Page 3
SELLING STOCKHOLDERS
The table below sets forth as of March 31, 1995, 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 673,002 --- 540,702
A. Jay Bowcutt, Vice President 19,167 8,830 19,167
James E. Campbell, Vice President 50,796 11,006 49,796
John D. Correnti, Director, President and
Chief Operating Officer 58,191 16,549 58,191
James W. Cunningham, Director 457,464 --- 403,668
Jerry V. DeMars, Vice President 36,954 13,510 39,954
Daniel R. DiMicco, Vice President 18,883 4,048 18,883
John A. Doherty, Vice President 442,608 13,510 439,080
Ladd R. Hall, Vice President 8,607 5,350 8,607
Donald N. Holloway, Vice President 171,033 4,048 171,033
Kenneth H. Huff, Vice President 9,171 4,932 8,671
F. Kenneth Iverson, Director, Chairman and
Chief Executive Officer 762,553 22,002 567,125
Terry S. Lisenby, Vice President 18,887 9,122 18,887
Hamilton Lott, Jr., Vice President 40,282 13,510 40,282
Harry R. Lowe, Vice President 17,514 8,920 14,696
Rodney B. Mott, Vice President 18,295 8,112 18,295
D. Michael Parrish, Vice President 31,267 13,510 31,267
LeRoy C. Prichard, Vice President 6,434 4,437 6,434
James W. Ronner, Vice President 18,158 6,288 18,118
Larry A. Roos, Vice President 128,809 7,246 126,097
Joseph A. Rutkowski, Vice President 16,940 7,308 16,940
Samuel Siegel, Director, Vice Chairman,
Chief Financial Officer, Treasurer and Secretary 539,551 15,867 460,713
</TABLE>
