Form S-8
File Nos. 33-27120,
33-56649, 2-84117,
2-50058, 2-55941,
2-69914, 2-51735,
and 333-85375
Rule 424(b)
PROSPECTUS
NUCOR CORPORATION
1,328,341 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 August 31, 2000 was $36.75 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. THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY ANY STATE SECURITIES COMMISSION NOR HAS ANY STATE SECURITIES
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 September 8, 2000
<PAGE>
September 8, 2000 Prospectus Senior Officers and Directors
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 and at the New York Stock Exchange, on which the Common Stock of
Nucor is listed. The public may obtain information on the operation of the
public reference facilities by calling the Securities and Exchange Commission at
1-800-SEC-0330. In addition, the Securities and Exchange Commission maintains an
Internet site that contains the reports, proxy statements and other information
that Nucor files with the Securities and Exchange Commission. The address of the
Internet site is www.sec.gov.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are incorporated in this Prospectus by reference:
(a) Form 10-K for the year ended December 31, 1999;
(b) Form 10-Q for the quarters ended April 1, 2000 and July 1, 2000;
(c) Definitive proxy statement for the 2000 annual meeting 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.
SELLING STOCKHOLDERS
The table below sets forth as of August 31, 2000, certain information
about the Selling Stockholders, all of whom are senior officers or directors of
Nucor, with an address c/o Nucor, 2100 Rexford Road, Charlotte, North Carolina,
28211. The figures appearing in the column entitled "Shares Beneficially Owned"
represent shares of common stock over which the indicated beneficial owner
exercises voting and/or investment power, including shares that may be acquired
upon the exercise of options granted by Nucor pursuant to its Key Employees
Incentive Stock Option Plans. The figures appearing in the column entitled
"Shares Offered Hereby" were or are to be acquired (1) upon the exercise of
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<PAGE>
September 8, 2000 Prospectus Senior Officers and Directors
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 figures appearing in the
column entitled "Shares Beneficially Owned After Offering" represent the shares
that would be owned be each selling stockholder assuming all offered shares are
sold.
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
Shares Shares Beneficially
Beneficially Offered Owned After
Names and Positions Owned Hereby Offering
------------------------------------------------ --------------------- --------------------- ---------------------
<S> <C> <C> <C>
H. David Aycock, Director 638,637 506,337 132,300
James R. Beard, Vice President 9,770 9,445 325
A. Jay Bowcutt, Vice President 37,500 37,500 0
Peter C. Browning, Director and Chairman 560 0 560
James E. Campbell, Vice President 47,162 46,162 1,000
David L. Chase, Vice President 6,969 6,869 100
James M. Coblin, Vice President 12,120 12,120 0
James R. Darsey, Vice President 27,954 27,954 0
Jerry V. DeMars, Vice President 32,192 32,192 0
Daniel R. DiMicco, Director, President and
Chief Executive Officer 36,486 36,486 0
John J. Ferriola, Vice President 18,748 18,748 0
Harvey B. Gantt, Director 700 0 700
Ladd R. Hall, Vice President 27,353 27,353 0
Victoria F. Haynes, Director 200 0 200
James D. Hlavacek, Director 1,700 0 1,700
Donald N. Holloway, Vice President 171,586 171,586 0
Terry S. Lisenby, Chief Financial Officer,
Treasurer and Executive Vice President 30,980 30,980 0
Hamilton Lott, Jr., Executive Vice President 42,256 42,256 0
Harry R. Lowe, Vice President 37,446 30,418 7,028
D. Michael Parrish, Executive Vice President 45,783 45,783 0
James W. Ronner, Vice President 29,778 29,778 0
Joseph A. Rutkowski, Executive Vice President 35,392 35,392 0
Samuel Siegel, Director, Vice Chairman 212,195 171,757 40,438
R. Joseph Stratman, Vice President 9,225 9,225 0
</TABLE>
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<PAGE>
September 8, 2000 Prospectus Senior Officers and Directors
PLAN OF DISTRIBUTION
The shares of common stock being offered are owned or may be acquired
by the selling stockholders pursuant to Nucor's Key Employees Incentive Stock
Option Plans, Senior Officers Incentive Stock Compensation Plan, Employee
Monthly Stock Investment Plan and Employee Stock Ownership Plan. Selling
stockholders, as used in this prospectus, include donees, pledgees, transferees
or other successors in interest who may receive shares from a named selling
stockholder after the date of this prospectus. The selling stockholders may
offer their shares of our common stock at various times in one or more of the
following transactions:
o in ordinary broker's transactions on the New York Stock Exchange or any
national securities exchange on which our common stock may be listed at
the time of sale;
o in the over-the-counter market;
o in private transactions other than in the over-the-counter market;
o by pledge to secure debts and other obligations;
o in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions
in standardized or over-the-counter options; or
o in a combination of any of the above transactions.
The selling stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to the prevailing market
prices, at negotiated prices or at fixed prices. The selling stockholders may
use broker-dealers to sell their shares. If this happens, broker-dealers will
either receive discounts or commissions from the selling stockholders, or they
will receive commissions from purchasers of shares for whom they acted as
agents.
Selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act.
Stockholders must meet the criteria and conform to the requirements of that
rule. The selling stockholders and the broker-dealers to or through whom sale of
the shares may be made could be deemed to be underwriters within the meaning of
the Securities Act, and their commissions or discounts and other compensation
received in connection with the sale of the shares may be regarded as
underwriters' compensation, if the SEC determines that they purchased the shares
in order to resell them to the public.
The selling stockholders have not advised us of any specific plans for
the distribution of the shares covered by this prospectus. When and if we are
notified by any of the selling stockholders that any material arrangement has
been entered into with a broker-dealer or underwriter for the sale of a material
portion of the shares covered by this prospectus, a prospectus supplement will
be filed with the SEC. This supplement will include the following information:
o the name of the participating broker-dealer(s) or underwriters;
o the number of shares involved;
o the price or prices at which the shares were sold by the selling
stockholders;
o the commissions paid or discounts or concessions allowed by the selling
stockholders to the broker-dealers or underwriters; and
o other material information.
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<PAGE>
September 8, 2000 Prospectus Senior Officers and Directors
We have advised the selling stockholders that the anti-manipulation
rules promulgated under the Securities Exchange Act, including Regulation M, may
apply to sales of the shares offered by the selling stockholders. We have agreed
to pay all costs relating to the registration of the shares. Any commissions or
other fees payable to broker-dealers in connection with any sale of the shares
will be paid by the selling stockholders or other party selling the shares.
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