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.
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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:
Contacts: Roy Winnick/Roanne Kulakoff
Kekst and Company
212-521-4842 or 4837
BIRMINGHAM STEEL RESPONDS TO LEGAL MANUEVER
BY DISSIDENT STOCKHOLDER GROUP
BIRMINGHAM, Ala. (October 15, 1999) - Birmingham Steel Corporation (NYSE:
BIR) today said that a dissident stockholder group headed by The United
Company, John Correnti and James Todd filed a complaint against the Company
in the Circuit Court of Jefferson County, Alabama (the "Court"), requesting
that the Court grant a temporary restraining order and preliminary
injunction requiring that Birmingham Steel provide them with five business
days notice of the terms and conditions of any transaction the Company
plans to enter into, prior to the Annual Meeting, that may legally or
financially bind the Company to sell the SBQ division. In response to the
dissident group's request, which was made without the Company having an
opportunity to appear before the Court and present its arguments, the Court
issued a temporary restraining order, effective for a period of 10 days,
and scheduled a hearing on the motion for a preliminary injunction on
October 22, 1999. The Company said it believes that the dissidents' lawsuit
is without merit and that it intends to seek to have the temporary
restraining order lifted at the October 22nd hearing.
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."
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 ore
failures, Birmingham Steel's success in implementing the restructuring
plan, the Company's continued compliance with its financing arrangements
and its principal debt agreements, as well as other risks described from
time to time in the Company's periodic and special filings with the
Securities and Exchange Commission. Any forward-looking statements
contained in this document speak only as of the date hereof, and the
Company disclaims any intent or obligation to update such forward-looking
statements.
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), Brian F. Hill (Chief
Operating Officer), Kevin E. Walsh (Executive Vice President - Chief
Financial Officer), William R. Lucas, Jr. (Managing Director - Southern
Region), Jack R. Wheeler (Managing Director - Northern Region), Raymond J.
Lepp (Managing Director - Western Region), J. Daniel Garrett (Vice
President - Finance & Control), Catherine W. Pecher (Vice President -
Administration & Corporate Secretary), Charles E. Richardson III (General
Counsel), Philip L. Oakes (Vice President - Human Resources), W. Joel White
(Vice President - Information Technology) and Robert G. Wilson (Vice
President - Business Development). 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 3
percent of the Company's common stock.
The Company has retained Credit Suisse First Boston Corporation ("CSFB")
and Banc of America Securities LLC ("BAS") to act as its financial
advisors, for which CSFB and BAS will receive customary fees, as well as
reimbursement of reasonable out-of-pocket-expenses. In addition, the
Company has agreed to indemnify CSFB, BAS and certain related persons
against certain liabilities, including liabilities under federal securities
laws, arising out of their engagement. Each of CSFB and BAS are investment
banking firms that provide a full range of financial services for
institutional and individual clients. Neither CSFB nor BAS 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 and BAS, and the following
investment banking employees of CSFB or BAS, as the case may be, 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 and Murari S. Rajan of CSFB; and Gidon
Y. Cohen, Shawn B. Welch and Sumner T. Farren of BAS. In the normal course
of their business, both CSFB and BAS regularly buy and sell securities
issued by the Company for their own account and for the accounts of their
respective customers, which transactions may result in CSFB, BAS or their
respective associates having a net "long" or net "short" position in the
Company's securities, or option contracts of other derivatives in or
relating to such securities. As of October 12, 1999, CSFB had a net short
position of 100 shares of the Company's common stock and as of October 13,
1999, BAS had a net long position of 264,022 shares of the Company's common
stock.
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