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:
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(4) Date Filed:
CONTACT: ROY WINNICK
KEKST AND COMPANY
212-521-4842
BIRMINGHAM STEEL ACKNOWLEDGES
RECEIPT OF CONSENTS FROM UNITED GROUP
AND POSTPONES ANNUAL MEETING
BIRMINGHAM, Ala., November 30, 1999 - Birmingham Steel Corporation (NYSE:
BIR) today announced that the United Group has delivered to the Company
stockholder consents that the group purports to represent a majority of the
Company's shares outstanding. The Company stated that it intends to furnish
the consents, as well as any revocations of consents received by the
Company to date, to an independent inspector of election for tabulation.
Following such tabulation, the independent inspector will issue a
preliminary report that will be subject to review and challenge by the
Company and the United Group. Only after all challenges to the preliminary
report of the independent inspector have been resolved will a final report
be issued. Until such time as this process is complete, the Company will
not know whether the United Group has tendered to the Company sufficient
consents to take action under Delaware law.
In light of the foregoing, the Company has postponed the Annual Meeting of
Stockholders previously scheduled to take place in Orlando, Florida on
December 2, 1999. A date for the Annual Meeting will be set, if
appropriate, following completion of the tabulation process by the
independent inspector of election.
Earlier today, representatives of the Board of Directors again offered to
meet with members of the United Group, and offered a proposal to reach a
compromise slate of directors for consideration by the Company's
stockholders that would minimize the risk of certain consequences which
could otherwise result from a change in a majority of the Board. The Board
of Directors remains ready to discuss with the United Group the possibility
of a compromise slate of directors that would put the stockholders of the
Company in the best financial position.
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."
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