SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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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)
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CONTACT: ROY WINNICK
KEKST AND COMPANY
212-521-4842
BIRMINGHAM STEEL SENDS LETTER TO THE UNITED GROUP
BIRMINGHAM, Ala., November 29, 1999 - Birmingham Steel Corporation (NYSE:
BIR) said that the Company's Board of Directors yesterday sent the
following letter to the United Group:
BIRMINGHAM STEEL CORPORATION
November 28, 1999
The United Company Shareholder Group
1005 Glenway Avenue
Bristol, Virginia 24201
Gentlemen:
We are writing to reiterate our willingness to meet with
representatives of the United Group to discuss all matters and to elaborate
upon certain conversations which have recently taken place between
representatives of the Board and the United Group.
During conversations between a member of the Board of
Directors and representatives of the United Group, it was suggested that
there may be no point in meeting unless the Board were willing to accept
two pre-conditions and be prepared to act on them immediately. These
pre-conditions are that the Board be prepared to turn over control of the
Company to the United Group and to modify the Executive Severance Plan.
As to the first point, the Board does not believe that it
would be appropriate to turn over control. This is a decision which should
be made by the shareholders, especially in light of the Board's belief as
to the manner in which the interests of our shareholders would be best
served.
The Board of Directors, however, recognizes that some
shareholders may desire to effect a change in the Board of Directors and
management of the Company. The Board believes that, in advance of any such
change (should shareholders wish to implement it), by working together with
the United Group, it should be possible to minimize potential consequences
which could arise as a result of such a change, including under the
Company's outstanding debt facilities. If this is of interest to the United
Group, the Board of Directors would be willing to discuss it.
As to the second point, we believe the Executive Severance
Plan is reasonable and well-founded. Moreover, as the United Group
presumably is aware, the terms of the Plan provide that any majority change
in the Board, even if such a change was part of a settlement of the contest
between the Company and the United Group, would constitute a change of
control. This is a provision upon which the employees subject to the Plan
have relied and, accordingly, may not be changed without their consent.
The Board's sole focus is to act in the best interests of
Birmingham Steel's shareholders. If the United Group is interested in
meeting to discuss potential resolutions of the outstanding contest, please
let us know.
Sincerely,
The Board of Directors of
Birmingham Steel Corporation
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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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