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Form S-8
File Nos. 33-27120,
33-56649, 2-55941,
2-69914, and 2-51735
Rule 424(b)
PROSPECTUS
NUCOR CORPORATION
3,148,396 shares
Common Stock
Par Value $.40 Per Share
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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, 1997 was $49.75 per share.
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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.
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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.
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The date of this Prospectus is April 30, 1997
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April 30, 1997 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.
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April 30, 1997 Prospectus Senior Officers and Directors Page 3
SELLING STOCKHOLDERS
The table below sets forth as of March 31, 1997, 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
Owned Held Hereby
Names and Positions
<S> <C> <C> <C>
H. David Aycock, Director 673,003 --- 540,703
A. Jay Bowcutt, Vice President 30,051 9,470 30,051
James E. Campbell, Vice President 53,179 9,470 52,179
John D. Correnti, Director, Vice Chairman and
Chief Executive Officer 64,239 11,781 64,239
James W. Cunningham, Director 456,064 --- 402,268
James R. Darsey, Vice President 15,067 5,844 15,067
Jerry V. DeMars, Vice President 32,642 7,900 32,642
Daniel R. DiMicco, Vice President 30,480 7,900 30,480
John A. Doherty, Vice President 409,653 9,470 406,125
John J. Ferriola, Vice President 8,628 5,432 8,628
Ladd R. Hall, Vice President 18,649 7,798 18,649
James D. Hlavacek, Director 1,100 --- ---
Donald N. Holloway, Vice President 173,252 7,900 173,252
Kenneth H. Huff, Vice President 20,178 6,752 19,678
F. Kenneth Iverson, Director, Chairman 759,672 15,798 564,244
Terry S. Lisenby, Vice President 28,465 9,470 28,465
Hamilton Lott, Jr., Vice President 41,917 9,470 41,917
Harry R. Lowe, Vice President 27,710 9,000 24,662
Rodney B. Mott, Vice President 28,739 8,752 28,739
D. Michael Parrish, Vice President 39,462 9,470 39,462
LeRoy C. Prichard, Vice President 14,032 6,257 14,032
James W. Ronner, Vice President 27,810 7,900 27,810
Larry A. Roos, Vice President 100,677 5,971 97,965
Joseph A. Rutkowski, Vice President 28,790 9,000 28,790
Samuel Siegel, Director, Vice Chairman,
Chief Financial Officer, Treasurer and Secretary 533,987 11,851 458,349
</TABLE>
