SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NUCOR CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
NUCOR CORPORATION
2100 Rexford Road Charlotte, North Carolina 28211 Phone 704/366-7000 Fax
704/362-4208
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
ANNUAL MEETING
The 1999 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 1:30 p.m. on Thursday, May 13, 1999,
to elect two directors for three years (and to conduct such other business as
may properly come before the meeting).
Stockholders of record at the close of business on March 15, 1999, 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 ensure that you will be
represented at the meeting. Your prompt attention is requested.
By order of the Board of Directors,
SAMUEL SIEGEL
Vice Chairman and Chief Financial Officer,
March 22, 1999 Treasurer and Secretary
- --------------------------------------------------------------------------------
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 1999 annual meeting of stockholders to be held on
Thursday, May 13, 1999, 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,
1999 was 87,269,906. Only stockholders of record at the close of business on
March 15, 1999 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 December 31, 1998, State Farm Mutual Automobile Insurance Company and
related entities beneficially owned, with voting and investment power,
7,522,126 shares (8.61%); FMR Corporation (Fidelity Funds) beneficially owned,
with voting and investment power, 6,562,353 shares (7.51%); and AMVESCAP PLC
(Invesco Funds) and related entities beneficially owned, with voting and
investment power, 7,162,775 shares (8.20%); of the outstanding common stock of
Nucor.
The 1998 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
2000 annual meeting of stockholders must be received by Nucor not later than
November 22, 1999.
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1
<PAGE>
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, Peter C. Browning and Victoria F. Haynes, expire in 1999, and
therefore two places on Nucor's Board are to be filled at the 1999 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. Browning and Ms. Haynes as directors for terms expiring in 2002 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, 1999:
<TABLE>
<CAPTION>
Common stock
"beneficially
Principal occupation owned"(and
and directorship in other Director Term percent of
Name (and age) public companies since expires class) (Note)
<S> <C> <C> <C> <C> <C>
H. David Aycock (68) Chairman of Nucor (effective January 1, 1999); 1971 2000 625,391 (0.72%)
Former President of Nucor (until 1991);
Director, Bowater Incorporated
Peter C. Browning (57) President and Chief Executive Officer, 1999 1999 560 --
Sonoco Products Company; Director,
Wachovia Corporation and Lowe's Companies, Inc.
John D. Correnti (51) Vice Chairman, President and Chief Executive Officer 1992 2001 56,181 (0.06%)
of Nucor; Director, Harnischfeger Industries, Inc.
and Navistar International Corporation
Harvey B. Gantt (56) Partner, Gantt Huberman Architects 1999 2000 none --
Victoria F. Haynes (51) Chief Technical Officer, The B.F. Goodrich Company; 1999 1999 none --
Director, The Lubrizol Corporation
James D. Hlavacek (55) Managing Director, Market Driven Management 1996 2001 1,700 --
Samuel Siegel (68) Vice Chairman, Chief Financial Officer, 1968 2000 320,400 (0.37%)
Treasurer and Secretary of Nucor
All 25 directors and senior officers as a group (including those named above) 1,632,687 (1.87%)
</TABLE>
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. Aycock, none; Mr. Correnti, 14,778; Mr. Siegel,
12,929; all directors and senior officers as a group (including those named
above), 176,109. The above-named persons had sole voting and investment power
(and shared voting and investment power) over shares "beneficially owned", as
follows: Mr. Aycock, 493,091 (132,300); Mr. Browning, 560 (none); Mr. Correnti,
56,181 (none); Mr. Gantt, none; Ms. Haynes, none; Mr. Hlavacek, 1,700 (none);
Mr. Siegel, 260,430 (59,970); all directors and senior officers as a group
(including those named above) 1,421,511 (211,176).
The Board of Directors of Nucor had nine meetings during 1998. 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. Browning, Mr. Gantt, Ms. Haynes and Mr. Hlavacek.
The Audit Committee held two meetings during 1998. 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 $7,500 quarterly and $1,000 for each meeting attended.
All three new directors were elected by Nucor's Board of Directors in
March 1999. Mr. Browning is President and Chief Executive Officer of Sonoco
Products Company and has been a senior officer since 1993. He was previously
President, Chairman and Chief Executive Officer of National Gypsum Company. Mr.
Gantt has been a partner of Gantt Huberman Architects, a professional
architectural firm, for more than 25 years. He has served as Mayor of the City
of Charlotte, North Carolina. Ms. Haynes is Chief Technical Officer of The B.F.
Goodrich Company, and Vice President of its Advanced Technology Group. She was
Vice President of Research and Development upon joining Goodrich in 1992.
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 1998:
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long-Term Compensation
-------------------------- ------------------------
Cash Stock Stock
Incentive Incentive Options
Base Compensation Compensation Granted
Name (and age) Principal Positions(s) Year Salary (Note) (Note) (shares)
<S> <C> <C> <C> <C> <C> <C>
F. Kenneth Iverson (73) Chairman 1998 $355,000 $ 366,124 $ 271,178 5,026
(until December 31, 1998) 1997 345,161 536,722 397,564 3,783
1996 333,150 485,985 359,958 3,941
1995 322,500 840,572 622,605 3,243
1994 312,225 843,007 624,431 2,171
John D. Correnti (51) Vice Chairman, President, 1998 355,000 366,124 271,178 5,026
Chief Executive Officer 1997 305,416 474,919 351,763 3,310
(since 1996); 1996 280,392 409,024 302,940 3,449
previously President and 1995 242,300 631,537 467,797 2,162
Chief Operating Officer 1994 234,600 633,420 469,197 1,812
Samuel Siegel (68) Vice Chairman, 1998 270,000 278,460 206,259 3,769
Chief Financial Officer, 1997 259,325 403,248 298,668 2,837
Treasurer and Secretary 1996 250,350 365,200 270,504 2,955
1995 242,300 631,537 467,797 2,433
1994 234,600 633,420 469,197 2,039
D. Michael Parrish (46) Executive Vice President 1998 203,452 209,827 155,397 2,513
(since 1998); 1997 181,846 282,769 209,435 1,891
previously Vice President 1996 163,085 237,901 176,205 1,970
1995 150,445 392,124 290,424 1,622
1994 136,000 367,200 271,950 1,359
Daniel R. DiMicco (48) Vice President 1998 201,000 207,298 153,538 2,513
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
</TABLE>
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 1999 and
1998) of each year's pre-tax earnings (as defined) in excess of an earnings
base ($240,000,000 for 1999 and 1998) 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 33 years since the 1966 effective inception of the Stock
Plan, and which were restricted as to transfer at December 31, 1998 (with
"value" as defined by the rules of the Securities and Exchange Commission) as
follows: Mr. Iverson, none; Mr. Correnti, 40,929 ($1,770,179); Mr. Siegel,
13,096 ($566,402); Mr. Parrish, 16,405 ($709,516); Mr. DiMicco, 16,575
($716,869).
Mr. Iverson was a co-founder of Nucor in its present form, and served as a
senior officer for more than 36 years, until his retirement on December 31,
1998. Mr. Iverson will receive $500,000 per year as consideration for his
agreement not to compete with Nucor for five years.
3
<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 1998:
Stock Option Grants in 1998 (Note)
<TABLE>
<CAPTION>
Potential Realizable Value
of Stock Options Granted in
Stock Options Granted in 1998 1998
---------------------------------------------------------- ----------------------------
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 2,126 1.0% $ 51.74 February 28, 2005 $44,781 $104,358
2,900 1.4% 37.92 August 31, 2005 44,768 104,329
John D. Correnti 2,126 1.0% 51.74 February 28, 2005 44,781 104,358
2,900 1.4% 37.92 August 31, 2005 44,768 104,329
Samuel Siegel 1,594 0.8% 51.74 February 28, 2005 33,575 78,244
2,175 1.1% 37.92 August 31, 2005 33,576 78,246
D. Michael Parrish 1,063 0.5% 51.74 February 28, 2005 22,390 52,179
1,450 0.7% 37.92 August 31, 2005 22,384 52,164
Daniel R. DiMicco 1,063 0.5% 51.74 February 28, 2005 22,390 52,179
1,450 0.7% 37.92 August 31, 2005 22,384 52,164
</TABLE>
Note
137 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 1998, key
employees, other than the above-named senior officers, were granted stock
options for 184,965 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 $3,297,064 at 5% annual stock price appreciation
and $7,683,560 at 10% annual stock price appreciation.
Stock Option Exercises in 1998
and Year-End 1998 Stock Option Data (Note)
<TABLE>
<CAPTION>
Number of Unexercised "Value" of Unexercised
Stock Options In-the-Money Stock Options
Stock Options Exercised in 1998 at Year-End 1998 at Year-End 1998
------------------------------------ ----------------------------- ----------------------------
Name Shares Acquired "Value" Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
F. Kenneth Iverson 1,982 $ 9,890 15,810 none none none
John D. Correnti 1,322 11,422 12,859 2,900 none $15,457
Samuel Siegel 1,488 9,350 11,858 2,175 none 11,593
D. Michael Parrish 937 13,225 7,905 1,450 none 7,729
Daniel R. DiMicco none none 7,905 1,450 none 7,729
</TABLE>
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 1998, key
employees, other than the above-named senior officers, acquired 58,948 shares
on exercise of stock options, with a "value" realized of $408,095. At year-end
1998, these other key employees had 573,686 unexercised stock options, 468,866
of which were exercisable and 104,820 were unexercisable. At year-end 1998,
these other key employees had unexercised in-the-money stock options, with a
"value" of none for exercisable stock options, and $558,691 for unexercisable
stock options.
4
<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, assets and capital
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 137 key employees, including senior officers, participate
in Nucor's Key Employees Incentive Stock Option Plans. Under the Incentive
Stock Option Plans, 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, assets and capital comparable to Nucor. The
dollar amount of options granted for key employees is established by Nucor's
Board of Directors. The Incentive Stock Option Plans provide 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 19,000%; Nucor's net earnings have increased 417,000%; Nucor's
stockholders' equity has increased 272,000%; and the total market value of
Nucor's common stock has increased 25,000%. Nucor's entire Board of Directors
performs the functions of determining senior officers' compensation and
rendering this report. Members of the current Board who performed these
functions for 1998 were: H. David Aycock, John D. Correnti, James D. Hlavacek,
and Samuel Siegel.
STOCK PERFORMANCE GRAPH
[PERFORMANCE GRAPH APPEARS HERE WITH THE FOLLOWING PLOT POINTS]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
NUCOR 100.00 104.78 108.67 97.61 93.20 84.32
S&P 500 100.00 101.32 139.40 171.40 228.59 293.91
S&P STEEL GROUP 100.00 97.26 90.19 80.52 81.92 71.01
</TABLE>
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
1993. The resulting
cumulative total return
assumes that cash dividends
were reinvested. Nucor Common
Stock comprised 31% of the
S&P Steel Group Index at
year-end 1998 (35% at
year-end 1993).
5
<PAGE>
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 PricewaterhouseCoopers LLP. 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,
H. DAVID AYCOCK
March 22, 1999 Chairman
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PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
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6
<PAGE>
********************************************************************************
APPENDIX
NUCOR CORPORATION
PROXY 2100 Rexford Road, Charlotte, North Carolina 28211
Phone (704) 366-7000 Fax (704) 362-4208
Proxy solicited on behalf of Board of Directors for 1999 annual meeting of
stockholders, to be held at 1:30 P.M. on Thursday, May 13, 1999, in Room C on
the 11th Floor of Chase Manhattan Bank, 270 Park Avenue (between 47th and 48th
Streets), New York City.
H. David Aycock and Samuel Siegel, or either of them, with power of
substitution, are appointed proxies to vote all shares of the undersigned at the
1999 annual meeting of stockholders, and any adjournment, on the following
proposal, as set forth in the proxy statement, and upon such other matters as my
properly come before the meeting:
Elect two directors for three years
(Nucor's Board of Directors recommends a vote FOR).
---
THIS PROXY WILL BE VOTED FOR THE PROPOSAL, UNLESS OTHERWISE INDICATED.
---
PLEASE SIGN AND DATE ON THE OTHER SIDE.
<PAGE>
Please sign, date, detach and mail
the proxy card below
as soon as possible!
----------
Annual Meeting of Stockholders
NUCOR CORPORATION
May 13, 1999
Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------
A [X} PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
Nucor's Board of Directors recommends that you vote FOR
---
Vote
For Withheld
Elect [ ] [ ] NOMINEES:
as directors Peter C. Browning
the two Victoria F. Haynes
nominees
(To withhold your vote for either nominee, strike a line through that
persons name)
THIS PROXY WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED. IF YOU
WISH TO FOLLOW THE RECOMMENDATION OF NUCOR'S BOARD OF DIRECTORS, IT IS NOT
NECESSARY TO CHECK ANY OF THE BOXES.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
Signed Dated , 1999
------------------------------------------ --------------
(Please sign your name exactly as printed)
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