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.
- -----
{_} 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:
[LOGO]
October 27, 1999
Dear Birmingham Steel Institutional Stockholder:
Please find enclosed important materials concerning Birmingham Steel
Corporation and the proxy campaign being waged by a dissident group calling
itself The United Company Shareholder Group. We hope to discuss these
materials with you individually at your earliest convenience.
In particular, when we meet, we would like to address the following
critical issues:
. The dissidents are attempting to seize control of the Company's
Board, even though they own less than 8% of the stock (acquired at
an average cost basis of approximately $6.36 per share).
. The management team headed by dissident James Todd when he was
Birmingham Steel's CEO did not understand the SBQ market and made
numerous errors in committing the Company to massive investments
in the SBQ business. The SBQ business has drained the Company's
financial resources over the past three years and continues to do so.
. There is a fundamental mismatch between the Company's SBQ assets
and the demands of the marketplace, which requires the sale of
those assets. We believe that Todd never understood that mismatch
when he was CEO of the Company and does not understand it now.
Based on dissident John Correnti's recent public pronouncements,
it appears that Correnti does not understand it either.
. The dissidents lack any meaningful plan, other than to KEEP the
SBQ assets and to KEEP pouring money into them - which is clearly
the wrong plan.
. The Company lacks the financial resources to continue to support
SBQ indefinitely.
. The Company's core mini-mill and scrap operations are strong and
profitable - doing better than under Todd despite more adverse
industry conditions - and, in terms of profitability, are industry
leaders.
. Unlike the United Group, the Company has developed and is
aggressively implementing a well-thought-out plan - including the
sale of the SBQ division - to build the Company's value for you.
By selling the SBQ assets, the Company will immediately generate
positive cash flow and significantly reduce debt.
I personally look forward to discussing our plan and progress with you, and
will call you shortly to schedule a meeting.
Sincerely,
/s/ Robert A. Garvey
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Robert A. Garvey
Chairman of the Board and
Chief Executive Officer
