Form S-8
File Nos. 33-27120,
33-56649, 2-55941,
2-69914, and 2-51735
Rule 424(b)
PROSPECTUS
NUCOR CORPORATION
3,090,680 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 30, 1996 was $56.25 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 30, 1996
<PAGE>
April 30, 1996 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 30, 1996 Prospectus Senior Officers and Directors Page 3
SELLING STOCKHOLDERS
The table below sets forth as of March 31, 1996, 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 (l) 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.
Shares Unexercised Shares
Beneficially Options Offered
Names and Positions Owned Held Hereby
H. David Aycock, Director 673,002 --- 540,702
A. Jay Bowcutt, Vice President 25,230 9,854 25,230
James E. Campbell, Vice President 48,415 10,902 47,415
John D. Correnti, Director, Vice Chairman and
Chief Executive Officer 64,697 12,417 64,697
James W. Cunningham, Director 456,064 --- 402,268
Jerry V. DeMars, Vice President 29,223 9,026 29,223
Daniel R. DiMicco, Vice President 24,548 5,828 24,548
John A. Doherty, Vice President 429,625 10,902 426,097
Ladd R. Hall, Vice President 14,034 7,130 14,034
Donald N. Holloway, Vice President 170,785 5,828 170,785
Kenneth H. Huff, Vice President 15,249 5,960 14,749
F. Kenneth Iverson, Director, Chairman 775,013 11,652 579,585
Terry S. Lisenby, Vice President 23,705 10,902 23,705
Hamilton Lott, Jr., Vice President 37,117 10,902 37,117
Harry R. Lowe, Vice President 23,194 9,384 20,146
Rodney B. Mott, Vice President 24,770 7,820 24,770
D. Michael Parrish, Vice President 33,933 10,902 33,933
LeRoy C. Prichard, Vice President 11,205 4,185 11,205
James W. Ronner, Vice President 23,677 8,068 23,677
Larry A. Roos, Vice President 96,667 5,828 93,955
Joseph A. Rutkowski, Vice President 23,468 7,580 23,468
Samuel Siegel, Director, Vice Chairman,
Chief Financial Officer, Treasurer and Secretary 538,208 8,743 459,370
<PAGE>
Form S-8
File Nos. 33-27120,
33-56649, 2-55941,
2-69914, and 2-51735
Rule 424(b)
NUCOR CORPORATION
SUPPLEMENT NO. 1 TO PROSPECTUS DATED APRIL 30, 1996
The table under the caption "SELLING STOCKHOLDERS" in the Prospectus is
amended by adding thereto the following persons and share information:
Shares Unexercised Shares
Beneficially Options Offered
Name and Position Owned Held Hereby
John J. Ferriola, Vice President 4,877 4,640 4,877
The aggregate number of shares offered, as shown on the cover page of the
Prospectus, is adjusted to 3,095,557.
The date of this supplement is May 13, 1996.
<PAGE>
Form S-8
File Nos. 33-27120,
33-56649, 2-55941,
2-69914, and 2-51735
Rule 424(b)
NUCOR CORPORATION
SUPPLEMENT NO. 2 TO PROSPECTUS DATED APRIL 30, 1996
The table under the caption "SELLING STOCKHOLDERS" in the Prospectus is
amended by adding thereto the following persons and share information:
Shares Unexercised Shares
Benefically Options Offered
Name and Position Owned Held Hereby
James R. Darsey, Vice President 11,779 5,176 11,779
The aggregate number of shares offered, as shown on the cover page of the
Prospectus, is adjusted to 3,107,336.
The date of this supplement is June 10, 1996.
