SCHEDULE 14A
(RULE 14a-101)
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))
{ } Definitive Proxy Statement
{ } Definitive Additional Materials
{X } Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BIRMINGHAM STEEL CORPORATION
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(Name of Registrant as specified in its charter)
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(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)(1) 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:
(4) Proposed maximum aggregate value of transactions:
(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:
BIRMINGHAM, Ala.--(BUSINESS WIRE)--Aug. 25, 1999--Birmingham Steel
Corporation (NYSE:BIR) today issued the following statement in response to
the preliminary proxy statement filed by The United Company Shareholder
Group:
"The strategic restructuring we announced on August 18th, which we will
discuss in detail in our forthcoming proxy materials, will focus Birmingham
Steel on its core mini-mill and scrap operations, which under the
leadership of Bob Garvey and his management team have been consistently
strong and profitable. It will also seek to divest a division that was
acquired by previous management, that also has significant potential, but
that has required a tremendous and continuing commitment of our operational
and financial resources. As such, we believe our strategic restructuring is
the best opportunity to build the near- and long-term value of Birmingham
Steel for the benefit of all of our shareholders."
Birmingham Steel operates in the mini-mill sector of the steel industry and
conducts operations at facilities located across the United States. The
Company produces steel reinforcing bar, merchant products and SBQ bar, rod
and wire. The common stock of Birmingham Steel Corporation is traded on the
New York Stock Exchange under the symbol "BIR."
Notice: except for historical information, the matters described in this
press release are forward-looking statements within the meaning of the
safe-harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially, including
economic conditions, market demand factors, equipment breakdowns or
failures, as well as other risks described from time to time in the
Corporation's periodic and special filings with Securities and Exchange
Commission. Any forward-looking statements contained in this document speak
only as of the date hereof, and the Corporation disclaims any intent or
obligation to update such forward-looking statements.
CONTACT: J. Daniel Garrett
Birmingham Steel Corporation
205-970-1213
or
Roy Winnick/Roanne Kulakoff
Kekst and Company
212-521-4842 or 4837
Birmingham Steel Corporation (the "Company") and certain other persons
named below may be deemed to be participants in the solicitation of proxies
in connection with the 1999 annual meeting of shareholders. The
participants in this solicitation may include the directors of the Company
(William J. Cabaniss, Jr., C. Stephen Clegg, Alfred C. DeCrane, Jr., E.
Mandell de Windt, Robert A. Garvey, E. Bradley Jones, Robert D. Kennedy,
Richard de J. Osborne and John H. Roberts) and the following executive
officers, members of management and employees of the Company: Robert A.
Garvey (Chairman and Chief Executive Officer), William R. Lucas, Jr.
(Managing Director - Southern Region & Special Counsel to the CEO), Jack R.
Wheeler (Managing Director - Northern Region), Brian F. Hill (Executive
Vice President - Chief Operating Officer), Kevin E. Walsh (Executive Vice
President - Chief Financial Officer), Catherine W. Pecher (Vice President -
Administration & Corporate Secretary), Charles E. Richardson, III (General
Counsel), Raymond J. Lepp (Managing Director - Western Region), Philip L.
Oakes (Vice President - Human Resources), W. Joel White (Vice President -
Information Technology), Robert G. Wilson (Vice President - Business
Development) and J. Daniel Garrett (Vice President- Finance & Control).
As of the date of this communication, none of the foregoing participants
individually owned in excess of 1 percent of the Company's common stock or
in the aggregate in excess of 1 percent of the Company's common stock.
The Company has retained Credit Suisse First Boston Corporation ("CSFB") to
act as its financial advisor, for which CSFB will receive customary fees,
as well as reimbursement of reasonable out-of-pocket expenses. In
addition, the Company has agreed to indemnify CSFB and certain related
persons against certain liabilities, including liabilities under federal
securities laws, arising out of its engagement. CSFB is an investment
banking firm that provides a full range of financial services for
institutional and individual clients. CSFB does not admit that it or any
of its directors, officers or employees is a "participant" as defined in
Schedule 14A promulgated under the Securities Exchange Act of 1934, as
amended, in the solicitation, or that Schedule 14A requires the disclosure
of certain information concerning CSFB. In connection with CSFB's role as
financial advisor to the Company, CSFB and the following investment banking
employees of CSFB may communicate in person, by telephone or otherwise with
a limited number of institutions, brokers or other persons who are
stockholders of the Company: Peter R. Matt, William C. Sharpstone, Murari
Rajan and Nils C. Haugestad. In the normal course of its business, CSFB
regularly buys and sells securities issued by the Company for its own
account and for the accounts of its customers, which transactions may
result in CSFB or its associates having a net "long" or net "short"
position in the Company's securities, or option contracts or other
derivatives in or relating to such securities. As of August 17, 1999, CSFB
had a net long position of 1,700 shares of the Company's common stock.
