SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Nucor Corporation
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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<PAGE>
Nucor Corporation
2100 Rexford Road
Charlotte, North Carolina 28211
Telephone 704/366-7000 Facsimile 704/362-4208
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
ANNUAL MEETING
The 1998 annual meeting of stockholders of Nucor Corporation will be held
in Room C on the 11th Floor of Chase Manhattan Bank, 270 Park Avenue (between
47th and 48th Streets), New York City, at 2:00 p.m. on Thursday, May 14, 1998,
for the following purposes(and to conduct such other business as may properly
come before the meeting): (1) elect two directors for three years; and (2)
approve an amendment to Nucor's Certificate of Incorporation increasing its
authorized common stock.
Stockholders of record at the close of business on March 16, 1998, are
entitled to notice of and to vote at the meeting.
It is important that you vote. Please sign and promptly return the enclosed
proxy card, in the enclosed envelope, to insure that you will be represented at
the meeting. Your prompt attention is requested.
By order of the Board of Directors,
SAMUEL SIEGEL
/s/ Samuel Siegel
Vice Chairman and Chief Financial Officer,
Treasurer and Secretary
March 23, 1998
PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
GENERAL INFORMATION
The enclosed proxy is being solicited by the Board of Directors of Nucor
Corporation for use at the 1998 annual meeting of stockholders to be held on
Thursday, May 14, 1998, and any adjournment. The proxy may be revoked by the
stockholder by letter to the Secretary of Nucor received before the meeting, or
by utilizing a ballot at the meeting. In addition to solicitation by mail,
arrangements may be made with third parties, including brokerage firms and other
custodians, nominees, and fiduciaries, the cost of which will by paid by Nucor.
The total number of outstanding shares of common stock as of February 28,
1998 was 88,043,678. Only stockholders of record at the close of business on
March 16, 1998 are entitled to notice of, and to vote at, the meeting. A
majority of the outstanding shares constitutes a quorum. In voting on matters
other than the election of directors, each stockholder has one vote for each
share of stock held. With respect to the election of directors, stockholders
have cumulative voting rights, which means that each stockholder has the number
of votes equal to the number of shares held times the number of directors to be
elected. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum. For matters other than the
election of directors, abstentions are counted in tabulations of votes cast on
proposals presented to stockholders, and have the effect of voting against such
proposals; broker non-votes are not counted for purposes of determining whether
a proposal has been approved. Directors are elected by plurality vote; thus, any
shares not voted (abstention, broker non-vote or otherwise) have no effect.
Unless otherwise specified, matters other than the election of directors require
the vote of a majority of the shares represented at the meeting. The shares
represented by the enclosed proxy will be voted if the proxy is properly signed
and received prior to the meeting, and is not revoked by the stockholder, and
will give to the persons appointed as proxies the discretionary authority to
cumulate votes.
At February 28, 1998, State Farm Mutual Automobile Insurance Company and
related entities beneficially owned, with voting and investment power, 7,492,000
shares (8.51%); FMR Corporation (Fidelity Funds) beneficially owned, with voting
and investment power 7,584,183 shares (8.61%); and AMVESCAP PLC beneficially
owned, with voting and investment power, 4,609,802 shares (5.24%); of the
outstanding common stock of Nucor.
The 1997 annual report of Nucor, including financial statements, is being
mailed to all stockholders of record together with this proxy statement. Any
stockholder proposal intended to be included in Nucor's proxy statement for its
1999 annual meeting of stockholders must be received by Nucor not later than
November 23, 1998.
-1-
<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS
Nucor's Board of Directors recommends that Nucor's stockholders vote FOR
the election of directors.
Nucor's Board of Directors is divided into three classes. The terms of two
directors, John D. Correnti and James D. Hlavacek, expire in 1998, and therefore
two places on Nucor's Board are to be filled at the 1998 annual meeting of
stockholders. It is intended that votes will be cast pursuant to the enclosed
proxy (unless authority is specifically withheld) for re-election of Mr.
Correnti and Mr. Hlavacek as directors for terms expiring in 2001 and until
their successors are elected and qualified. They have agreed to continue to
serve as directors if elected. If they should become unable to serve, the
enclosed proxy will be voted for the election of such other persons, if any, as
Nucor's Board of Directors may designate.
Nucor's Board of Directors recommends a vote FOR the election of directors.
Unless otherwise specified, proxies will be voted FOR the election of directors.
The following table sets forth certain information about all of the
directors, as of February 28, 1998:
<TABLE>
<CAPTION>
Common stock
"beneficially
Principal occupation owned" (and
and directorships in other Director Term percent of
Name (and age) public companies since expires class) (Note)
<S> <C> <C> <C> <C>
H. David Aycock (67) Former President of Nucor (until 1991) 1971 2000 662,851 (0.75%)
Director, Bowater Incorporated
John D. Correnti (50) Vice Chairman, President and Chief Executive Officer of 1992 1998 56,260 (0.06%)
Nucor; Director, CEM Corporation, Harnischfeger Industries,
Inc. and Navistar International Corporation
James W. Cunningham (77) Former Vice President of Nucor (until 1988) 1991 1999 456,064 (0.52%)
F. Kenneth Iverson (72) Chairman of Nucor; 1965 1999 759,716 (0.86%)
Director, Tultex Corporation
James D. Hlavacek (54) Managing Director, Market Driven Management 1996 1998 1,700 -
Samuel Siegel (67) Vice Chairman, Chief Financial Officer, 1968 2000 387,347 (0.44%)
Treasurer and Secretary of Nucor
All 24 directors and senior officers as a group (including those named above) 3,033,052 (3.45%)
<FN>
Note
Common stock "beneficially owned" includes (as defined by the rules of the
Securities and Exchange Commission), the following shares not owned by the
above-named persons, but which they have the right to acquire pursuant to the
exercise of stock options: Mr. Correnti, 11,983; Mr. Iverson, 15,558; Mr.
Siegel, 11,670; all directors and senior officers as a group (including those
named above), 169,760. The above-named persons had sole voting and investment
power (and shared voting and investment power) over shares "beneficially owned",
as follows: Mr. Aycock, 530,551, (132,300); Mr. Correnti, 56,260 (none); Mr.
Cunningham, none (456,064); Mr. Iverson, 512,203 (247,513); Mr. Hlavacek, 1,700
(none); Mr. Siegel, 317,377 (69,970); all directors and senior officers as a
group (including those named above) 2,080,952, (952,100).
</FN>
</TABLE>
The Board of Directors of Nucor had seven meetings during 1997. The Board
has a standing Audit Committee with the following functions: ratify the
selection of the independent auditor; review the overall plan and scope of the
annual audit; review annual financial statements; review the results of the
annual audit; inquire into important accounting, reporting, control and audit
matters; and report and make recommendations to the full Board. The members of
the Audit Committee are Mr. Aycock, Mr. Cunningham, and Mr. Hlavacek. The Audit
Committee held two meetings during 1997. The Board of Directors does not have a
nominating or compensation committee; the Board itself performs these functions.
Directors who are not senior officers are paid standard directors' fees of
$5,400 quarterly. Audit Committee members are not paid additional fees.
-2-
<PAGE>
The following table sets forth compensation information for the chief
executive officer and for the other four highest-compensated senior officers
whose cash compensation exceeded $100,000 for 1997:
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long-Term Compensation
Cash Stock Stock
Incentive Incentive Options
Principal Base Compensation Compensation Granted
Name (and age) Position(s) Year Salary (Note) (Note) (shares)
<S> <C> <C> <C> <C> <C> <C>
F. Kenneth Iverson (72) Chairman 1997 $345,161 $536,722 $397,564 3,783
(since 1996), 1996 333,150 485,985 359,958 3,941
previously Chairman and 1995 322,500 840,572 622,605 3,243
Chief Executive Officer 1994 312,225 843,007 624,431 2,717
1993 275,000 372,865 276,183 3,856
John D. Correnti (50) Vice Chairman, President, 1997 305,416 474,919 351,763 3,310
Chief Executive Officer 1996 280,392 409,024 302,940 3,449
(since 1996), 1995 242,300 631,537 467,797 2,162
previously President and 1994 234,600 633,420 469,197 1,812
Chief Operating Officer 1993 204,000 276,598 204,845 2,572
Samuel Siegel (67) Vice Chairman, 1997 259,325 403,248 298,668 2,837
Chief Financial Officer, 1996 250,350 365,200 270,504 2,955
Treasurer and Secretary 1995 242,300 631,537 467,797 2,433
1994 234,600 633,420 469,197 2,039
1993 207,000 280,666 207,866 2,894
Larry A. Roos (56) Vice President 1997 194,835 302,967 224,412 1,891
1996 185,666 270,842 200,583 1,970
1995 179,700 468,375 346,920 1,622
1994 164,570 444,339 329,115 1,359
1993 146,012 197,974 146,598 1,929
Daniel R. DiMicco (47) Vice President 1997 194,835 302,967 224,412 1,891
1996 185,666 270,842 200,583 1,970
1995 174,900 455,864 337,666 1,622
1994 157,500 425,250 314,962 1,359
1993 124,500 168,806 125,027 1,929
<FN>
Note
All of Nucor's employees, except senior officers, participate in various
incentive compensation plans which are based on Nucor's profitability and
productivity. In addition, all of Nucor's employees, except senior officers,
participate in Nucor's Profit Sharing Plans, pursuant to which Nucor contributes
at least 10% of each year's pre-tax earnings. Nucor's senior officers
participate only in Nucor's Senior Officers Cash and Stock Incentive
Compensation Plans, which are based on Nucor's profitability. Pursuant to the
Senior Officers Incentive Plans, a portion (approximately 3.5% for 1998 and 3.5%
for 1997) of each year's pre-tax earnings (as defined) in excess of an earnings
base ($240,000,000 for 1998 and $200,000,000 for 1997) is payable to senior
officers, partly in cash and partly in stock, as incentive compensation. The
cash and stock are allocated for each year to senior officers according to base
salary. Since the inception of the Senior Officers Incentive Plans in 1966, the
earnings base (below which nothing is payable) has been increased eighteen
times, from $500,000 to the present $240,000,000. Pursuant to the Senior
Officers Incentive Stock Plan, the above-named persons held shares of stock,
which have been issued during the 32 years since the 1966 effective inception of
the Stock Plan, and which were restricted as to transfer at December 31, 1997
(with "value" as defined by the rules of the Securities and Exchange Commission)
as follows: Mr. Iverson, 17,729 ($856,532); Mr. Correnti, 40,394 ($1,951,535);
Mr. Siegel, 13,324 ($643,716); Mr. Roos, 35,538 ($1,716,930); Mr. DiMicco,
14,181 ($685,120).
</FN>
</TABLE>
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<PAGE>
The following tables set forth stock option information for the chief
executive officer and for the four other highest-compensated senior officers
whose cash compensation exceeded $100,000 for 1997:
<TABLE>
<CAPTION>
Stock Option Grants in 1997 (Note)
Potential Realizable Value
Stock Options Granted in 1997 of Stock Options Granted in 1997
--------------------------------------------------------- --------------------------------
Number Percent of Total 5% Annual 10% Annual
Of Granted to Exercise Expiration Stock Price Stock Price
Name Shares All Employees Price Date Appreciation Appreciation
<S> <C> <C> <C> <C> <C> <C>
F. Kenneth Iverson 2,041 1.3% $48.99 February 28, 2002 $27,625 $61,044
1,742 1.1% 57.38 August 31, 2002 27,616 61,024
John D. Correnti 1,786 1.2% 48.99 February 28, 2002 24,174 53,417
1,524 1.0% 57.38 August 31, 2002 24,160 53,387
Samuel Siegel 1,530 1.0% 48.99 February 28, 2002 20,709 45,761
1,307 0.9% 57.38 August 31, 2002 20,720 45,786
Larry A. Roos 1,020 0.7% 48.99 February 28, 2002 13,806 30,507
871 0.6% 57.38 August 31, 2002 13,808 30,512
Daniel R. DiMicco 1,020 0.7% 48.99 February 28, 2002 13,806 30,507
871 0.6% 57.38 August 31, 2002 13,808 30,512
<FN>
Note
134 key employees, including senior officers, participate in Nucor's Key
Employees Incentive Stock Option Plans, pursuant to which stock options are
granted at 100% of the market value on the date of grant. During 1997, key
employees, other than the above-named senior officers, were granted stock
options for 139,493 shares (91% of the total stock options granted to all
employees), at the same exercise prices and expiration dates as the above-named
senior officers. The potential realizable value of stock options granted to
these other key employees was $2,039,089 at 5% annual stock price appreciation
and $4,505,851 at 10% annual stock price appreciation.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Stock Option Exercises in 1997
and Year-End 1997 Stock Option Data (Note)
Number of Unexercised "Value" of Unexercised
Stock Options In-the-Money Stock Options
Stock Options Exercised in 1997 at Year-End 1997 at Year-End 1997
---------------------------------- -------------------------- --------------------------
Name Shares Acquired "Value" Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
F. Kenneth Iverson none none 15,798 1,742 $17,710 $0
John D. Correnti 4,264 $112,587 11,781 1,524 12,168 0
Samuel Siegel none none 11,851 1,307 13,291 0
Larry A. Roos none none 5,971 871 855 0
Daniel R. DiMicco 1,929 21,156 5,971 871 855 0
<FN>
Note
"Value" (as defined by the rules of the Securities and Exchange Commission) is
the excess of the market price over the exercise price. During 1997, key
employees, other than the above-named senior officers, acquired 103,629 shares
on exercise of stock options, with a "value" realized of $2,691,768. At year-end
1997, these other key employees had 540,358 unexercised stock options, 476,067
of which were exercisable and 64,291 were unexercisable. At year-end 1997, these
other key employees had unexercised in-the-money stock options, with a "value"
of $412,665 for exercisable stock options, and $0 for unexercisable stock
options.
</FN>
</TABLE>
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<PAGE>
BOARD OF DIRECTORS REPORT ON SENIOR OFFICERS COMPENSATION
Nucor's senior officers compensation program is significantly oriented
towards Nucor's Senior Officers Cash and Stock Incentive Compensation Plans.
These Senior Officers Incentive Plans directly link Nucor's performance and the
senior officers' compensation. All of Nucor's senior officers, including the
chief executive officer, participate in the Senior Officers Incentive Plans.
These Senior Officers Incentive Plans began in 1966 and are based solely on
Nucor's profitability, with a portion of each year's pre-tax earnings in excess
of an earnings base payable to senior officers, partly in cash and partly in
stock. The cash and stock are allocated for each year to senior officers
according to base salary. Nucor's Board of Directors reviews national surveys of
the base salaries and total compensation of chief executive officers and senior
officers in manufacturing companies with sales comparable to Nucor. Nucor's
Board of Directors then sets the base salaries of Nucor's chief executive
officer and senior officers at a low level compared with the median for
comparable positions in such other manufacturing companies. Nucor's Board of
Directors then also sets the earnings base for the Senior Officers Incentive
Plans (below which nothing is payable), taking into consideration Nucor's
growth, profitability and capital. Since the inception of the Senior Officers
Incentive Plans in 1966, this earnings base (below which nothing is payable) has
been increased eighteen times, from $500,000 to the present $240,000,000.
All of Nucor's 134 key employees, including senior officers, participate in
Nucor's Key Employees Incentive Stock Option Plan. Under the Incentive Stock
Option Plan, stock options are granted at 100% of the market value on the date
of grant. Stock option grants to Nucor's chief executive officer and senior
officers are substantially below the median for comparable positions in
manufacturing companies with sales comparable to Nucor. The dollar amount of
options granted for key employees is established by Nucor's Board of Directors.
The Incentive Stock Option Plan provides incentive for all key employees,
including the chief executive officer and senior officers, by further
identifying their interests with those of Nucor's stockholders, since these key
employees benefit only if Nucor's stockholders benefit by increases in Nucor's
stock price.
Nucor's senior officers do not participate in Nucor's Profit Sharing Plans.
Nucor's senior officers do not participate in any pension plan.
Nucor has received commendations for its long-term policy (more than 30
years) of linking senior officers compensation to Nucor's performance. Since
Nucor's present management was elected in late 1965, Nucor's sales have
increased 18,000%; Nucor's net earnings have increased 465,000%; Nucor's
stockholders' equity has increased 246,000%; and the total market value of
Nucor's common stock has increased 28,000%. Nucor's entire Board of Directors,
which performs the functions of determining senior officers' compensation and
rendering this report, consisted of the following: H. David Aycock, John D.
Correnti, James W. Cunningham, James D. Hlavacek, F. Kenneth Iverson, and Samuel
Siegel.
STOCK PERFORMANCE GRAPH
Comparison of Five Year Cumulative Return
Measurement Period Nucor S&P 500 S&P Steel Group
(year) Corporation Index
1992 100.00 100.00 100.00
1993 135.70 110.08 131.58
1994 142.18 111.53 127.97
1995 147.46 153.45 118.67
1996 132.45 188.68 105.95
1997 126.47 251.63 107.79
This graphic comparison assumes the investment of $100 in Nucor Common Stock,
$100 in the S&P 500 Index, and $100 in the S&P Steel Group Index, all at
year-end 1992. The resulting cumulative total return assumes that cash dividends
were reinvested. Nucor Common Stock comprised % of the S&P Steel Group Index at
year-end 1997 ( % at year-end 1992).
-5-
<PAGE>
PROPOSAL 2 - AMENDMENT TO CERTIFICATE OF INCORPORATION
Nucor's Board of Directors recommends that Nucor's stockholders vote FOR an
amendment to Nucor's Certificate of Incorporation.
Nucor's Board of Directors recommends that the stockholders approve an
amendment to the Certificate of Incorporation, which would increase the number
of authorized shares of common stock to 200,000,000. The present Certificate
authorizes the issuance of 100,000,000 shares of common stock, $0.40 par value,
and 250,000 shares of preferred stock, $4.00 par value. No preferred stock is
outstanding. As of February 28, 1998, 88,043,678 shares of common stock were
outstanding; 3,550,835 shares were reserved for issuance under existing Key
Employees Incentive Stock Option Plans; and 8,405,487 shares (including
1,989,335 treasury shares) were unreserved and available for use. If the
increase in authorized common stock is approved, the number of shares unreserved
and available for use will increase to 108,405,487.
The 100,000,000 additional authorized shares of common stock will be
available for future corporate purposes, including (but not in limitation)
possible acquisitions and stock splits. Except for shares which may be issued
under the Key Employees Incentive Stock Option Plans, the Senior Officers
Incentive Stock Compensation Plan, and an Employee Service Award Plan, Nucor has
no present plans for issuance of additional common stock. No holder of Nucor
stock has a preemptive right to acquire any additional common stock, except as
may be required by law or the rules of the New York Stock Exchange, on which the
common stock is listed. Any issuance of common stock, or securities convertible
into common stock, may or may not dilute the ownership position of stockholders,
depending on the circumstances under which the stock is issued. In recent years,
most of the common stock issued by Nucor has been for stock splits, which
resulted in no dilution.
Since 1975, the authorized shares of common stock have been increased six
times, from 3,750,000 shares to the present 100,000,000 shares. During this same
period, there have been seven stock splits. In some instances, the existence of
substantial amounts of authorized but unissued common stock could discourage a
change in control of Nucor. For many years, Nucor's Certificate of Incorporation
has contained the following provisions, which also could discourage changes in
control: (1) cumulative voting for directors (since 1958); (2) authorized
preferred stock, with voting and other rights determined by the directors (since
1964); (3) classification of directors (since 1969); and (4) 80% vote for merger
or asset transfer with an entity that owns more than 10% of Nucor's stock (since
1974).
Section A of Article IV of the Certificate of Incorporation, as amended,
would read as follows (new language italicized):
"A. The total number of shares of Common Stock which the corporation shall
have authority to issue is two hundred million (200,000,000) and the par value
of each share is forty cents ($0.40), amounting in the aggregate to eighty
million dollars ($80,000,000). The total number of shares of Preferred Stock
which the corporation shall have authority to issue is two hundred fifty
thousand (250,000) and the par value of each share is four dollars ($4.00),
amounting in the aggregate to one million dollars ($1,000,000)."
Nucor's Board of Directors recommends a vote FOR approval of the foregoing
Amendment. Unless otherwise specified, proxies will be voted FOR the Amendment.
The affirmative vote of a majority of the outstanding shares entitled to vote is
necessary for approval.
--- ---
OTHER MATTERS
Nucor's Board of Directors does not intend to present any matters to the
meeting other than as set forth above, and knows of no other matter to be
brought before the meeting. However, if any other matter comes before the
meeting, or any adjournment, it is intended that the persons named in the
enclosed proxy will vote such proxy according to their best judgement.
Nucor's financial statements are audited by Coopers & Lybrand L.L.P. A
representative of that firm will be present at the meeting with an opportunity
to make a statement and answer appropriate questions.
By order of the Board of Directors,
F. KENNETH IVERSON
/s/ F. Kenneth Iverson
Chairman
March 23, 1998
PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
-6-
<PAGE>
PROXY CARD
P Nucor Corporation
2100 Rexford Road
Charlotte, North Carolina 28211
Phone (704)366-7000 Fax (704)362-4208
Proxy solicited on behalf of Board of Directors for 1998 annual
meeting of stockholders, to be held at 2:00 P.M. on Thursday, May 14, 1998,
in Room C on the 11th Floor of Chase Manhattan Bank, 270 Park Avenue
(between 47th and 48th Streets), New York City.
R
F. Kenneth Iverson and Samuel Siegel, or either of them, with power of
substitution, are appointed proxies to vote all shares of the undersigned
at the 1998 annual meeting of stockholders, and any adjournment, on the
following proposals, as set forth in the proxy statement, and upon such
other matters as may properly come before the meeting:
1. Elect two directors for three years (Nucor's Board of
Directors recommends a vote FOR).
O
2. Approve an amendment to Nucor's Certificate of Incorporation
(Nucor's Board of Directors recommends a vote FOR).
X
This proxy will be voted FOR proposal 1, and FOR proposal 2, unless
otherwise indicated.
Y PLEASE SIGN AND DATE ON THE OTHER SIDE.
-7-
<PAGE>
This proxy will be voted FOR 1, and FOR 2, unless otherwise indicated. If you
wish to follow the recommendations of Nucor's Board of Directors, it is not
necessary to check any of the boxes.
Nucor's Board of Directors recommends that you vote FOR 1:
+-+ Vote +-+
1. For | | Withheld | | Elect as directors John D. Correnti
+-+ +-+ and James D. Hlavacek (to withhold your vote
for either person, strike a line through
that person's name)
Nucor's Board of Directors recommends that you vote FOR 2:
+-+ +-+ +-+
2. For | | Against | | Abstain on | | Approve amendment to Certificate of
+-+ +-+ +-+ Incorporation
Dated , 1998
Signed
Please sign your name exactly as printed.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
