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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
[X] Definitive Additional Materials
[_] 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.
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[_] 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:
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[BIRMINGHAM STEEL CORPORATION]
[LOGO OF BIRMINGHAM STEEL CORPORATION LETTERHEAD]
November 26, 1999
Dear Birmingham Steel Stockholder:
We have enclosed for your information a press release issued by Birmingham
Steel on Wednesday, November 24, that contains important information about your
Company. We urge you to read the enclosed press release so that you are fully
informed about recent developments.
We have also included a copy of the Company's WHITE proxy card. Since the
Annual Meeting is less than a week away, if you have not already voted, we urge
you to do so by returning the enclosed WHITE proxy card today.
We sincerely appreciate your support.
Very truly yours,
/s/ Robert A. Garvey
ROBERT A. GARVEY
Chairman and Chief Executive Officer
IMPORTANT
VOTE FOR A BOARD OF DIRECTORS THAT IS COMMITTED TO BUILDING THE VALUE OF
BIRMINGHAM STEEL FOR ALL STOCKHOLDERS!
WE STRONGLY URGE YOU TO VOTE FOR THE COMPANY'S BOARD OF DIRECTORS BY SIGNING,
DATING AND RETURNING THE
ENCLOSED WHITE PROXY CARD TODAY!
If you have any questions or need assistance in voting your shares, please
call:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll-Free: (888) 750-5834
Banks and Brokers call collect: (212) 750-5833
<PAGE>
BIRMINGHAM STEEL SEEKS MEETING WITH UNITED GROUP
AND WILL EXPLORE POSSIBLE SALE OF ENTIRE COMPANY
BIRMINGHAM, Ala., November 24, 1999 -- Birmingham Steel Corporation (NYSE:
BIR) today said it is taking steps to arrange a meeting with the United Group
and, separately, that it will be exploring a possible sale of the entire
Company.
Commenting on the United Group's response yesterday to the Birmingham Steel
Board's November 22nd letter, which reiterated its continued willingness to
meet with representatives of the United Group to discuss issues of mutual
interest and concern, Birmingham Steel's Board said it is sending the following
letter to the United Group:
"We have reviewed the letter you sent to us yesterday. Despite its tone
and content, we continue to believe it is in the best interests of
Birmingham Steel shareholders to have a direct meeting between the
United Group and us in an effort to resolve the contest in a way
beneficial to our shareholders. We hope that the dialogue between us
can move from rhetoric to realism.
"With this in mind, we continue to be prepared to meet with a
willingness to discuss all matters, and invite you to do so. We will
contact your representative toward this end."
Separately, Birmingham Steel said that, reflecting interest expressed by
third parties in possible transactions involving the whole Company, and the
long-standing commitment of its Board of Directors to build and realize value
for all of the Company's shareholders, the Board today authorized management
and the Company's financial advisors, Credit Suisse First Boston, to explore
actively all potentially attractive strategic alternatives, including the sale
of the Company, while also continuing to pursue the sale of its SBQ operations.
The Board believes that the strategic restructuring program that the Company
is currently implementing will succeed. However, by also pursuing potential
interest in a sale of the Company, the Board believes that the Company's
shareholders will be given another opportunity to realize value in the near
term.
The Board emphasized that it remains concerned about the potential immediate
and ongoing financial consequences associated with retention of the SBQ
division even for a relatively short time and with a change in control of
Birmingham Steel, including the potential that all of the Company's
indebtedness could become due and payable.
The Board of Directors has only one focus: to serve the best interests of
shareholders. It is in this spirit that the Board continues to be willing to
meet with the United Group and has authorized the Company's financial advisors
to explore actively all potentially attractive strategic alternatives.
Birmingham Steel operates in the mini-mill sector of the Steel industry and
conducts operations at facilities located across the United States. The common
stock of Birmingham Steel is traded on the New York Stock Exchange under the
symbol "BIR."
# # #
Contacts: Roy Winnick
Kekst and Company
212-521-4842
