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
---------------------------------------------------------
(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)(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:
.Return Address
PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD, NY 11717
.Text
BIRMINGHAM STEEL CORPORATION
November 24, 1999
Dear Birmingham Steel Stockholder:
ACT NOW TO PROTECT YOUR INVESTMENT!
With the December 2nd Annual Meeting now just a few days away, we urgently
need your support. Your vote can be significant to your Company's future
and the value of your Birmingham Steel shares. We urge you to consider
these important facts:
ISS RECOMMENDS ELECTING THE COMPANY'S NOMINEES.
* Institutional Shareholder Services ("ISS"), the nation's leading
voting advisory service, recommends that its clients, including
institutional investors, mutual funds, and other fiduciaries, vote FOR
the Company's slate of directors.
BIRMINGHAM STEEL'S BOARD AND MANAGEMENT ARE COMMITTED TO BUILDING VALUE FOR
YOU AND ALL OUR STOCKHOLDERS.
* We believe we have been taking the right strategic, operational
and financial steps to build both near- and long-term value, and
urge you to reject the United Group's attempt to seize control
of your Company. Remember:
-- Birmingham Steel's core operations are strong and profitable
and the performance of the Company's core operations has
significantly improved under current management.
-- Eight of your Company's nine Board Members are independent,
unaffiliated directors, and six of them have headed major
steel or metal-related companies.
-- The dissident group's slate lacks necessary steel industry
experience. You should also know that three of the United
Group's nominees serve on the Board of Harnischfeger
Industries, which recently filed for bankruptcy.
-- Birmingham Steel cannot afford to spend additional millions
to try to "fix" the SBQ business. Pouring more money into
SBQ could have dire financial consequences for Birmingham
Steel and its stockholders.
WE STRONGLY URGE YOU TO VOTE "FOR" ELECTION OF YOUR COMPANY'S NOMINEES FOR
THE BOARD OF DIRECTORS.
Since time is short and your vote critical, we have established a method
that will enable you to vote by toll-free proxygram. Please follow the
simple steps listed below. If you have any questions or need assistance in
the last-minute voting of your shares, please call our proxy solicitors,
Innisfree M&A Incorporated, toll-free at 888-750-5834.
Thank you for your continued support.
Sincerely,
Robert A. Garvey
Chairman and Chief Executive Officer
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF
THE COMPANY ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-800-437-7699 between 8:00 a.m. and 12:00
midnight eastern time.
2. Tell the operator that you wish to send a collect ProxyGram to ID No.
8772, Birmingham Steel Corporation.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name: <NA.1>
Broker: <Broker>
Control number: <ControlNum>
Number of shares: <NumShares>
BIRMINGHAM STEEL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS (i) FOR USE
AT THE 1999 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 2,
1999 AND (ii) TO REVOKE ANY PROXIES FURNISHED TO THE UNITED GROUP IN
CONNECTION WITH ITS SOLICITATION TO REMOVE THE ENTIRE BOARD OF
DIRECTORS OF BIRMINGHAM STEEL CORPORATION (THE "COMPANY") WITHOUT CAUSE
THROUGH A CONSENT PROCESS.
The undersigned hereby appoints Robert A. Garvey and Catherine W. Pecher,
and each of them, attorneys and proxies with full power of substitution, to
vote in the name of and as proxy for the undersigned at the Annual Meeting
of Stockholders of Birmingham Steel Corporation to be held on Thursday,
December 2, 1999 at 10:00 a.m. local time at The Peabody Orlando Hotel,
9801 International Drive, Orlando, Florida, and at any adjournment or
postponement thereof, according to the number of votes that the undersigned
would be entitled to cast if personally present. Unless indicated to the
contrary, the undersigned hereby revokes any and all proxies which the
undersigned may have given to The United Group in its solicitation to
remove the entire Board of Directors of the Company without cause through a
consent process.
PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE GIVEN, SUCH PROXIES WILL BE
VOTED FOR ALL NOMINEES REFERRED TO IN PROPOSAL (1) AND FOR THE PROPOSAL
REFERRED TO IN PROPOSAL (2), AND WILL CONSTITUTE A REVOCATION IN CONNECTION
WITH PROPOSAL 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2
1. To elect the following nominees as directors to serve until the next
Annual Meeting of Stockholders and until their successors are elected
and qualified: Robert A. Garvey; E. Mandell de Windt; William J.
Cabaniss, Jr.; C. Stephen Clegg; Alfred C. DeCrane, Jr.; E. Bradley
Jones; Robert D. Kennedy; Richard de J. Osborne; and John H. Roberts.
( ) FOR all nominees listed ( ) WITHHOLD AUTHORITY
above (except as indicated
to the contrary below)
IMPORTANT: To withhold authority to vote for any individual
nominee(s), please give that nominee(s) name to the
operator.
2. To approve and ratify the selection of Ernst and Young LLP as the
independent auditors for the Company and its subsidiaries for the
fiscal year ending June 30, 2000.
( ) FOR ( ) AGAINST ( ) ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO "REVOKE" ON PROPOSAL 3
3. To revoke any and all prior proxies to remove the entire Board of
Directors without cause through a consent process.
( ) REVOKE ( ) WITHHOLD AUTHORITY TO REVOKE
4. To consider and take action upon such other matters as may properly
come before the meeting or any adjournments or postponements thereof.
The undersigned revokes any prior proxies with respect to the shares
covered by this Proxy.
(Stockholder should give name to the operator exactly as his or her name
appears hereon. Persons signing in a fiduciary capacity should so indicate.
If shares are held by joint tenants or as community property, both should
sign.)
