SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 13, 1998
Birmingham Steel Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-9820 13-3213634
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1000 Urban Center Drive, Suite 300, Birmingham, Alabama 35242-2516
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 970-1200
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Item 5. Other Events
On July 13, 1998, the Board of Directors of Birmingham Steel Corporation (the
"Company") unanimously approved certain amendments to the By-Laws of the Company
(the "By-Laws"). The amendments to the By-Laws provide that the shareholders of
the Company can only alter, amend or repeal the By-Laws by a vote of two-thirds
of holders of the total outstanding shares of common stock of the Company. The
amendments to the By-Laws are set forth as Exhibit 3.1.
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ITEM 7. Financial Statements and Exhibits
(c) Exhibits
3.1 Amendments to the By-Laws of
Birmingham Steel Corporation
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BIRMINGHAM STEEL CORPORATION
(Registrant)
Date: July 16, 1998 By: William R. Lucas, Jr.
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William R. Lucas, Jr.
Its: Executive Vice President-Administration
and General Counsel
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EXHIBIT INDEX
3.1 Amendments to the By-Laws of Birmingham Steel Corporation
<PAGE>
Exhibit 3.1
AMENDMENT TO BY-LAWS
BIRMINGHAM STEEL CORPORATION
RESOLVED, that the last sentence of Article I, Section 7 of the By-Laws should
be deleted in its entirety and replaced with the following sentence:
"Except as otherwise provided by law, by the Certificate of
Incorporation or by any other provision of these By-Laws, Directors
shall be elected by a plurality of the votes cast at a meeting of
stockholders by the stockholders entitled to vote in the election
and, whenever any corporate action other than the election of
Directors is to be taken, it shall be authorized by a majority of
the votes cast at a meeting of stockholders by the stockholders
entitled to vote thereon."; and
FURTHER RESOLVED, Article VI should be deleted in its entirety and replaced with
the following:
"These By-Laws and any amendment thereof may be altered, amended or
repealed, or new By-Laws may be adopted, by the Board of Directors
at any regular or special meeting by the affirmative vote of a
majority of all of the members of the Board of Directors, provided
in the case of any special meeting at which all of the members of
the Board of Directors are not present, that the notice of such
meeting shall have stated that the amendment of these By-Laws was
one of the purposes of the meeting; but these By-Laws and any
amendment thereof, including the By-Laws adopted by the Board of
Directors, may be altered, amended or repealed and other By-Laws
may be adopted by the holders of two-thirds of the total
outstanding stock of the Corporation entitled to vote at any annual
meeting or at any special meeting, provided, in the case of any
special meeting, that notice of such proposed alteration,
amendment, repeal or adoption is included in the notice of the
meeting."
