Form S-8
File Nos. 33-27120,
33-56649, 2-84117,
2-50058, 2-55941,
2-69914, and 2-51735
Rule 424(b)
PROSPECTUS
NUCOR CORPORATION
2,639,612 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, 1998 was $59.94 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, 1998
<PAGE>
April 30, 1998 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, 1998 Prospectus Senior Officers and Directors Page 3
SELLING STOCKHOLDERS
The table below sets forth as of March 31, 1998, 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>
<S> <C>
Shares Unexercised Shares
Beneficially Options Offered
Owned Held Hereby
------------ ----------- -------
Names and Positions
- -------------------
H. David Aycock, Director 649,403 --- 517,103
A. Jay Bowcutt, Vice President 34,651 8,842 34,651
James E. Campbell, Vice President 52,710 8,842 51,710
John D. Correnti, Director, Vice Chairman and
Chief Executive Officer 65,667 14,109 65,667
James W. Cunningham, Director 456,064 --- 402,268
James R. Darsey, Vice President 19,753 6,654 19,753
Jerry V. DeMars, Vice President 32,711 8,842 32,711
Daniel R. DiMicco, Vice President 33,974 7,905 33,974
John J. Ferriola, Vice President 12,609 6,870 12,609
Ladd R. Hall, Vice President 22,379 8,608 22,379
James D. Hlavacek, Director 1,700 --- ---
Donald N. Holloway, Vice President 176,225 8,842 176,225
Kenneth H. Huff, Vice President 25,699 7,721 25,199
F. Kenneth Iverson, Director, Chairman 770,071 17,684 576,343
Terry S. Lisenby, Vice President 28,771 8,842 28,771
Hamilton Lott, Jr., Vice President 43,665 8,842 43,665
Harry R. Lowe, Vice President 32,599 8,842 29,571
Rodney B. Mott, Vice President 33,193 8,842 33,193
D. Michael Parrish, Vice President 39,537 8,842 39,537
LeRoy C. Prichard, Vice President 18,349 7,695 18,349
James W. Ronner, Vice President 28,405 7,905 28,405
Larry A. Roos, Vice President 105,262 6,853 102,550
Joseph A. Rutkowski, Vice President 34,562 8,842 34,562
Samuel Siegel, Director, Vice Chairman,
Chief Financial Officer, Treasurer and Secretary 370,855 13,264 310,417
</TABLE>
