Birmingham Steel Corporation 401(k) Plan
Statements of Net Assets Available for Benefits
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
BIRMINGHAM STEEL CORPORATION 401 (k) PLAN
(Full Title of the Plan)
BIRMINGHAM STEEL CORPORATION
1000 URBAN CENTER DRIVE SUITE 300
BIRMINGHAM, AL 35242
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
Birmingham Steel Corporation 401(k) Plan
Financial Statements
and Supplemental Schedules
December 31, 1998
<PAGE>
Contents
Report of Independent Auditors...........................................F-1
Audited Financial Statements
Statements of Net Assets Available for Benefits..........................F-2
Statement of Changes in Net Assets Available for Benefits................F-3
Notes to Financial Statements................................ ...........F-4
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes..............F-11
Line 27b - Schedule of Loans or Other Fixed Income Obligations..........F-12
Line 27d - Schedule of Reportable Transactions..........................F-16
<PAGE>
F-1
Report of Independent Auditors
The Employee Benefits Committee
Birmingham Steel Corporation 401(k) Plan
We have audited the accompanying statements of net assets available for benefits
of Birmingham Steel Corporation 401(k) Plan as of December 31, 1998 and 1997,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 1998. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes and loans or other fixed income obligations as of
December 31, 1998, and reportable transactions for the year then ended, are
presented for the purpose of additional analysis and are not a required part of
the financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in our audit of
the financial statements and, in our opinion, are fairly stated in all material
respects in relation to the financial statements taken as a whole.
May 14, 1999
<PAGE>
F-2
Birmingham Steel Corporation 401(k)Plan
Statements of Net Assets Available for Benefits
December 31
1998 1997
-----------------------------------------
Assets
Cash and cash equivalents $ 107,313 $ 161
Investments, at fair value:
Stock Fund 2,940,377 4,668,090
Retirement Preservation Trust 27,094,154 24,661,553
Basic Value Fund 15,386,528 13,325,831
Capital Fund 11,770,841 10,846,962
Special Value Fund 1,758,007 1,630,473
Global Allocation Fund 1,532,703 1,444,455
Equity Index Trust 1,679,911 419,126
Participant loans 4,832,955 4,299,285
-----------------------------------------
Total investments 66,995,476 61,295,775
Receivables:
Employer contributions 2,201,987 1,032,426
Participant contributions 576,434 463,510
Accrued interest 17,170 12,773
------------------------------------------
2,795,591 1,508,709
==========================================
Net assets available for benefits $ 69,898,380 $ 62,804,645
==========================================
See accompanying notes.
<PAGE>
F-3
Birmingham Steel Corporation 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended
December 31
1998
----------------------
Additions:
Investment income:
Net realized and unrealized depreciation in fair
value of investments $ (4,147,803)
Interest and dividends 4,227,115
Miscellaneous income 81,683
----------------------
160,995
Contributions:
Employer match 2,856,711
Employer profit sharing 1,935,950
Participants 6,882,105
----------------------
11,674,766
Deductions:
Payments to participants (4,742,026)
----------------------
Net increase 7,093,735
Net assets available for benefits:
Beginning of year 62,804,645
----------------------
End of year $ 69,898,380
======================
See accompanying notes.
<PAGE>
F-4
Birmingham Steel Corporation 401(k) Plan
Notes to Financial Statements
December 31, 1998
1. Description of the Plan
General
Birmingham Steel Corporation 401(k) Plan (the "Plan") is a defined contribution
plan which covers substantially all employees of Birmingham Steel Corporation
and an affiliated company (collectively, the "Company"). The following
description of the Plan provides only general information. Participants should
refer to the Summary Plan Description for a more complete description of the
Plan's provisions.
Company Contributions
The Company contributes to each participant's account an amount equal to 3% of
each participant's eligible compensation. Each eligible participant also
receives an annual profit sharing contribution from the Company. In 1998, the
Plan was amended so that all eligible employees would receive an annual profit
sharing contribution in the form of the Company's stock. The fair value of the
profit sharing stock contribution for 1998 was $1,935,950. The Company may, from
time to time, change the method of determining its contributions.
Participant Contributions
Participants may make contributions to the Plan by electing to reduce their
gross pay in an amount which is not less than 1% nor more than 15% of annual
compensation, subject to certain limitations.
Participant Accounts
The Plan provides for the establishment of a participant account and an employer
account for each participant. Each participant's account is credited with the
participant's contributions and an allocation of the Company's contribution and
plan earnings. Generally, employer contributions are allocated to participants'
accounts at the time of payment, rather than at the time such contributions are
recorded in the Plan's financial statements. Allocations of employer
contributions are based on eligible annual compensation as defined in the Plan
agreement. Benefit payments to participants are based upon vested balances in
the participant and employer accounts at the date of benefit determination.
<PAGE>
1. Description of the Plan (continued)
Vesting
Participants are immediately vested in their participant account, including
allocated earnings thereon. Vesting in their employer account is based on years
of continuous service. Service for vesting begins with the participant's
employment date, but not prior to July 1, 1980. Participants are fully vested at
the earlier of death, disability, reaching normal retirement age or in
accordance with the following schedule:
Years of Vested
Service Interest
- ------------------------------------------------------------------------
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
Forfeitures
Forfeitures of participants' non-vested interest in Company contributions, and
allocated earnings thereon, may be used to offset the annual Company
contributions to the Plan. Forfeitures used to reduce the Company's
contributions in 1998 were $2,700.
Payment of Benefits
Upon termination of service, participants may receive either (a) a single lump
sum payment, or (b) annual or more frequent periodic installments over a period
of the lesser of thirty years or the joint life expectancy of the participant
and his beneficiary (where applicable), as determined by the Employee Benefits
Committee (the "Committee").
<PAGE>
1. Description of the Plan (continued)
Investment Programs
The Plan allows participants to direct the investment of their accounts by
selecting among seven investment alternatives:
o Stock Fund - a fund comprised primarily of the common stock of the
Company;
o Retirement Preservation Trust - a collective trust which invests
primarily in a broadly diversified portfolio of guaranteed investment
contracts and in obligations of the U.S. government and
government-agency securities;
o Basic Value Fund - invests primarily in equities that appear
to be undervalued;
o Capital Fund - invests in high-quality stocks, government and
corporate bonds and cash equivalents; may invest up to 25% of its
assets in foreign securities;
o Special Value Fund - invests in securities, primarily common stocks, of
relatively small market-capitalization companies believed to have
special investment value and emerging growth companies;
o Global Allocation Fund - invests in U.S and foreign equity, debt
and money market securities; may invest up to 35% of its
total assets in non-investment grade debt securities; and
o Equity Index Trust - invest primarily in S&P 500 equities in order
to replicate the total return of the Standard and Poor's
500 Composite Stock Price Index.
Except for the Stock Fund, the investment funds are managed by the Trustee of
the Plan, Merrill Lynch Trust Company, or by an affiliate of the trustee
(hereinafter referred to as the Trustee). All assets held in the investment
funds, including Birmingham Steel Corporation common stock, were purchased in
the open market and are held by the Trustee.
<PAGE>
Loans
The Plan allows Participants to borrow up to one-half of their total vested
account balance up to a maximum of $50,000. Loans may be repaid over terms up to
five years (fifteen years for loans used to purchase residential property) and
include a reasonable rate of interest.
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Plan have been prepared using the accrual basis
of accounting.
Investments
Investments in common stock and mutual funds are stated at their quoted market
prices. Other investments are stated at cost, which approximates market values.
Investment transactions are recorded as of the last trade date of the year. Cost
of common stock and mutual fund shares is determined by the specific
identification method.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Concentration of Credit Risk
At December 31, 1998, approximately 4% of the Plan's assets are invested in the
common stock of the Company and approximately 85% of the Plan's assets are
comprised of investments in mutual funds and collective trusts managed by the
Trustee. The seven investment options are designed to provide participants with
opportunities to diversify their investments. Although the Committee has no
involvement in the investment transactions of the mutual funds, the Committee
periodically monitors the investment performance of the funds and may, pursuant
to the provisions of the Plan agreement, elect to change the Plan's investment
programs and/or the trustee at any time. At December 31, 1998, approximately 4%
of the Company's labor force is employed under a collective bargaining
agreement.
<PAGE>
3. Investment Programs
Changes in net assets available for benefits for the year ended December 31,
1998 for each of the Plan's investment programs are as follows:
Stock Preservation Value Capital
Fund Trust Fund Fund
--------------------------------------------------------
Net assets
available for
benefits
as of
December 31, 1997 $4,668,090 $24,661,553 $13,325,831 $10,846,962
Additions:
Contributions:
Participant 554,168 2,550,739 1,341,979 1,132,616
Employer 280,144 1,598,526 664,829 561,226
Income:
Interest and
dividends 126,464 1,699,721 1,288,954 797,552
Net realized and
unrealized
appreciation
(depreciation) in
fair value (4,332,617) - 391,364 (73,193)
Miscellaneous
income (expense) 18,311 (3,991) 28,190 25,927
Disbursements:
Payments to
participants (518,194) (1,622,069) (1,190,596) (868,092)
Interfund
transfers 2,207,335 (1,378,311) (322,534) (581,340)
Loans issued,
net (63,324) (412,014) (141,489) (70,817)
=========================================================
Net assets
available
for benefits
as of
December 31,
1998 $2,940,377 $27,094,154 $15,386,528 $11,770,841
============================================================
(Table Continued)
Special Global Equity Cash
Value Allocation Index and Cash
Fund Fund Trust Equivalents
---------------------------------------------------------
Net assets available
for benefits as of
December 31, 1997 $1,630,473 $1,444,455 $419,126 $ 161
Additions:
Contributions:
Participant 457,492 383,144 367,704 (18,661)
Employer 204,891 188,668 124,816 -
Income:
Interest and
dividends 114,564 188,940 6,523 -
Net realized and
unrealized
appreciation
(depreciation)
in fair value (222,948) (169,957) 259,548 -
Miscellaneous
income (expense) 2,327 4,570 1,436 4,913
Disbursements:
Payments to
participants (194,975) (261,253) (40,812) 121,601
Interfund
transfers (212,991) (230,861) 518,702 -
Loans issued, net (20,826) (15,003) 22,868 (701)
--------------------------------------------------------
Net assets available
for benefits as of
December 31, 1998 $1,758,007 $1,532,703 $1,679,911 $107,313
========================================================
(Table Continued)
Participant Unallocated
Loans Funds Total
-----------------------------------------------------
Net assets available
for benefits as of
December 31, 1997 $4,299,285 $1,508,709 $62,804,645
Additions:
Contributions:
Participant - 112,924 6,882,105
Employer - 1,169,561 4,792,661
Income:
Interest and
dividends - 4,397 4,227,115
Net realized and
unrealized
appreciation
(depreciation)
in fair value - - (4,147,803)
Miscellaneous
income (expense) - - 81,683
Disbursements:
Payments to
participants (167,636) - (4,742,026)
Interfund
transfers - - -
Loans issued, net 701,306 - -
-----------------------------------------------------
Net assets available
for benefits as of
December 31, 1998 $4,832,955 $2,795,591 $69,898,380
=====================================================
<PAGE>
4. Income Tax Status
The Internal Revenue Service ruled on May 15, 1996 that the Plan qualified under
Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related
trust is exempt from tax pursuant to Section 501(a) of the IRC. The Plan has
been amended since receiving such determination letter. The Plan is required to
operate in conformity with the IRC to maintain its qualification. The Plan
administrator is not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status.
5. Transactions with Parties-In-Interest
During the year ended December 31, 1998, the Plan received $106,642 in cash
dividends on common stock of the Company held by the Plan. The Trustee executed
all investment transactions for the year ended December 31, 1998. The Company
has paid all administrative expenses of the Plan, including legal, accounting
and trustee fees.
6. Plan Termination
Although management has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of the Employee Retirement Income
Securities Act of 1974. In the event of Plan termination, participants will
become 100% vested in their accounts in accordance with the provisions of the
Plan.
7. Year 2000 Issue - Unaudited
The Company has determined that it will be necessary to take certain steps in
order to modify significant portions of its software, and replace other hardware
and software, so that its computer systems will function properly with respect
to dates in the year 2000 and beyond. The Company's comprehensive Year 2000
initiative is being managed by a team of internal staff and outside consultants,
with the intention of minimizing any adverse effects on the Plan's operations.
With respect to its core operations, the Company is well under way with these
efforts, which are scheduled to be completed by July 1999. While the Company
believes its planning efforts are adequate to address its Year 2000 concerns,
there can be no guarantee that these efforts will be successful, or that the
systems of other companies on which the Company's systems and operations rely
will be converted on a timely basis and will not have a material effect on the
Company.
<PAGE>
7. Year 2000 Issue - Unaudited (continued)
Plan management has been advised by its primary third-party service provider,
the Trustee of the Plan, that as of March 5, 1999 the Trustee's computer systems
that are used to support the Plan's operations have been fully renovated. The
Trustee also reported that it has completed production testing and was
undergoing certification testing. According to the Trustee, the systems are
scheduled to be Year 2000 certified by June 1999.
8. Accounts of Terminated Employees
Under the provisions of the Plan, the individual accounts of terminated
employees may remain in the Plan until a break in service, as defined, occurs.
The accounts of such employees share in the allocation of investment income but
are not allocated a share of annual Company contributions. Once such employees
experience a break in service, the vested portion of their accounts will be paid
in accordance with the provisions of the Plan. At December 31, 1998,
approximately $ 716,000 of the net assets of the Plan were allocated to
terminated employees. Of these amounts, $62,597 related to terminated employees
who had requested a distribution but are included in net assets available for
benefits in the accompanying financial statements as of December 31, 1998. This
amount has been reported as a liability in the Plan's Form 5500.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
F-11
Birmingham Steel Corporation 401(k) Plan
(Plan No. 001)
(EIN 13-3213634)
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
Description of Investment,
Including Maturity Date, Rate of
Identity of Issue, Borrower, Lessor Interest, Collateral, Par or
or Similar Party Maturity Value Cost Current Value
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
*Birmingham Steel Corporation Common stock $7,722,141 $2,940,377
*Merrill Lynch Retirement Preservation Trust 27,094,154 27,094,154
*Merrill Lynch Basic Value Fund 12,379,061 15,386,528
*Merrill Lynch Capital Fund 10,595,208 11,770,841
*Merrill Lynch Special Value Fund 1,937,893 1,758,007
*Merrill Lynch Equity Index Trust 1,417,929 1,679,911
*Merrill Lynch Global Allocation Fund 1,751,532 1,532,703
*Participant loans Interest rates range from 7.75 %
to 8.5% - 4,832,955
_________ ___________
$62,897,909 $66,995,476
=========== ===========
* Indicates party-in-interest
</TABLE>
<PAGE>
F-12
<TABLE>
Birmingham Steel Corporation 401(k) Plan
Line 27b - Schedule of Loans or Other Fixed Income Obligations
(Plan No. 001)
(EIN 13-3213634)
Year ended December 31, 1998
<CAPTION>
Amount Received During 1998
Identity and Unpaid Amounts Overdue
Address Original Balance at -------------------
of Obligor Amount Principal Interest 12/31/98 Description Principal Interest
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alcadio Agustin Note dated
1152B 29th 7/24/98, due
Dr. SE 7/24/2000, 8.5%
Everett, WA $ 4,000 $ 153 $ 28 $ 3,847 interest $ 3,847 $ 335
Timothy Biles Note dated
304 Amberwood Ct. 1/9/98, due
Kington, GA 3,400 130 24 3,270 1/9/2000, 8.5% 3,270 285
interest
Calvin Blackman Note dated 5/14/97,
18860 Raymond Ave., due 5/10/2000, 8.5%
Maple Hts, OH 1,853 - - 1,852 interest 1,852 253
Glen Brown Note dated 9/15/95,
1349 Aimsworth Rd, due 9/1/98, 8.75%
Florence, MS 6,500 965 65 1,205 interest 6,500 1,205
Henry Brown Note dated 9/23/94,
186 Dampeer Rd, due 9/1/99, 7.75%
Canton, MS 7,770 - - 7,664 interest 7,770 7,664
James Burge Note dated 5/17/95,
9341 Gorman Ave., due 5/1/2010, 9.0%
Cleveland, OH 5,300 35 72 4,795 interest 4,795 3,141
John Carroll Note dated 4/22/97,
2864 St. Clair due 4/21/02, 8.5%
Dr.,Copley, OH 3,357 339 143 2,696 interest 3,357 472
Roderick Daniel Note dated 3/14/95,
4401 Avenue L, due 3/1/2000, 9.0%
Birmingham, AL 9,000 613 134 4,090 interest 9,000 394
Mark Davis Note dated 9/15/95,
2107 Leesburg Rd, due 9/1/2000, 8.75%
Morton, MS 18,000 2,076 524 9,074 interest 18,000 955
Howard Dempsey Note dated 5/20/97,
1165 Township due 5/20/01
Rd. 126, 8.5%
Scottown, OH 4,000 - - 3,716 interest 4,000 622
Thomas
Ellington, Jr. Note dated 1/17/95,
6613 Avenue K, due 1/1/2000, 8.5%
Birmingham, AL 6,200 1,331 196 1,575 interest 6,200 79
</TABLE>
<PAGE>
<TABLE>
Birmingham Steel Corporation 401(k) Plan
Line 27b - Schedule of Loans or Other Fixed Income Obligations (continued)
(Plan No. 001)
(EIN 13-3213634)
Year ended December 31, 1998
<CAPTION>
Amount Received During 1998
Identity and Amounts Overdue
Address Original Unpaid Balance ---------------------------
of Obligor Amount Principal Interest at 12/31/98 Description Principal Interest
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
David English Note dated 2/11/98, due
300 Jordan Rd. $ 1,000 $ 80 $ 7 $ 920 2/9/99, 8.5% interest $ 920 $ 39
Cartersville, GA
Cheryl Fitzgerald Note dated 8/14/95, due
1342 Hall Ave., 1,590 - - 1,483 8/1/2001, 8.75% interest 1,483 1,029
Lakewood, OH
Errick Forrest Note dated 5/8/98, due
14011 Baldwin 3rd, 1,950 - - 1,950 5/8/2000, 8.5% interest 1,950 177
East Cleveland, OH
Jamie Gander Note dated 9/17/97, due
10323 Jovita Blvd. 1,200 117 55 1,051 9/17/02, 8.5% interest 1,051 205
E., Edgewood, WA
Russ Gardner Note dated 7/10/98, due
6612 Grand Ave., 9,497 385 199 9,112 7/9/03, 8.5% interest 9,112 1,995
Hammond, IN
Bruce Glenn Note dated 4/1/95, due
P.O. Box 1775, 3,300 102 25 1,612 4/1/2000, 9.0% interest 1,612 168
Columbiana, AL
Timothy Hill Note dated 6/22/95, due
1985 Rocky Point 6,000 98 27 3,434 6/1/2000, 9.0% interest 3,434 427
Road, Judsonia, AR
Gregory Ingle Note dated 9/16/93, due
2032 28th Ave. N., 5,000 22 20 4,004 8/31/08, 6.0% interest 4,004 1,440
Hueytown, AL
Wendell Ketcham Note dated 5/27/97, due
1101 Kathey Lane, 24,000 - - 23,934 5/26/12, 8.5% interest 23,934 18,371
Raymond, MS
Larry Kincaid Note dated 6/9/97, due
11216 Brunswick 4,000 223 105 3,560 6/9/02, 5.0% interest 3,560 708
Ave.,
Garfield Hts., OH
Mark Klakac Note dated 10/16/95,
6932 Lynett Dr., 1,800 - - 1,229 due 10/01/2000, 8.75% 1,229 183
Parka, OH interest
Joseph Kuzma Note dated 6/12/95, due
1596 Greenwich Ct., 7,000 348 88 3,658 6/1/2000,9.0% interest 3,658 411
Painesville, OH
Waymon Lain Note dated 5/27/97,
3420 Lenell Ln., 5,000 - - 4,599 due 5/27/98, 8.5% 4,599 198
Pearl, MS interest
Maria Linden Note dated 11/15/95,
5161 E. 117th St., 1,000 164 42 487 due 11/14/2000, 8.5% 487 50
Garfield, OH interest
Delma Loper Note dated 6/27/97,
2711 Simpson 1,200 - - 1,200 due 6/27/2000, 8.5% 1,200 164
Hwy 469 S interest
Florence, MS
Matthew Macak Note dated 5/15/98,
312 S. Hebbard St., 1,600 109 65 1,491 due 5/15/2003, 8.5% 1,491 315
Joliet, IL interest
Kevin Mazur Note dated 7/25/97,
3863 West 36th St., 1,290 590 65 510 due 7/24/99, 8.5% 510 18
Cleveland, OH interest
Kenny Murphy Note dated 5/17/95,
17500 Euclid Ave. 1,700 57 14 888 due 5/6/02, 9.0% 888 100
Apt. #202 interest
Cleveland, OH
Kurt Myers Note dated 4/17/96,
581 Lovell Rd. S.E. 12,000 2,297 675 6,452 due 4/1/01, 8.75% 6,452 729
Rome, GA interest
Stevie Rhoades Note dated 5/7/97, due
70560 Angus Rd., 3,519 - - 3,328 5/6/02, 8.5% interest 3,328 715
Kimbolton, OH
John Rideout Note dated 3/31/98,
2315 Zell Rd., 1,100 54 15 1,046 due 3/31/01, 8.5% 1,046 135
Ferndale, WA interest
David Saad Note dated 9/19/95,
2277 S. Briggs, 7,350 147 294 6,637 due 9/19/2010, 9.75% 6,637 4,235
Lockport, IL interest
Frank Sams Note dated 7/12/95,
10912 Baumhart Rd., 4,900 - - 2,877 due 7/1/2000, 8.5% 2,877 359
Amherst, OH interest
Danny Simpson Note dated 10/24/97,
P.O. Box 624 5,000 555 266 4,378 due 10/22/02, 8.5% 4,378 853
Homence, IL interest
Alan Taylor Note dated 6/17/95,
4219 Woburn Ave., 3,500 116 30 1,887 due 6/1/2000, 9.0% 1,887 219
Cleveland,OH interest
Estate of M.T.
Hawkins Note dated 7/7/97, due
Bourbonnais, IL 7,000 - - 6,523 7/6/02, 8.5% interest 6,523 1,375
Frank Therrien Note dated 4/22/97,
704 3rd St. NE 14,500 127 301 14,086 due 4/22/12, 8.5% 14,086 10,100
interst
Mary Threatt Note dated 7/23/96,
P.O. Box 158, 8,000 737 242 5,440 due 7/1/01, 8.25% 5,440 760
Harpersville, AL interest
Dustin Weyer Note dated 8/7/98, due
13007 12th Ave. SW, 1,030 245 20 765 8/6/99, 8.5% interest 765 28
Burien, WA
Orlando Williams Note dated 7/31/98,
3289 Greenbrook 1,900 47 13 1,853 due 7/31/01, 8.5% 1,853 245
Bend,
Memphis, TN
Roger Zwick Note dated 3/12/96,
31712 HD Cracken 5,000 800 220 2,756 due 3/1/01, 8.25% 2,756 303
Rd., interest
Garfield Hts., OH
</TABLE>
<PAGE>
F-16
<TABLE>
<CAPTION>
Current Value of
Identify of Description of Purchase Selling Cost Asset on Net Gain
Party Involved Assets Price Price of Asset Transaction Date or (Loss)
- ----------------------------------------------------------------------------------------------------------------------------------
Category (iii) -
Series of
transactions
in excess of
5% of
plan assets
<S> <C> <C> <C> <C> <C> <C>
Merrill Lynch Birmingham Steel
Corp. Stock $3,730,539 $ - $3,730,539 $ 3,730,539 $ -
3,730,539
- 1,125,635 1,468,509 1,151,703 (342,874)
Merrill Lynch Retirement
Preservation Trust 8,537,130 - 8,537,130 8,537,130 -
- 6,104,529 6,104,529 6,104,529 -
Merrill Lynch Basic Value Fund 5,242,475 - 5,242,475 5,242,475 -
- 3,573,142 3,014,129 3,573,142 559,013
Merrill Lynch Capital Fund 3,160,988 - 3,160,988 3,160,988 -
- 2,163,916 1,940,264 2,163,916 223,652
</TABLE>
There were no Category (i), (ii) or (iv) transactions for the year ended
December 31, 1998.
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1923,
the trustee (or other persons who administer the Plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: June 29, 1999
BIRMINGHAM STEEL CORPORATION
401(k) PLAN
by: Birmingham Steel Corporation
Philip L. Oakes
--------------------------------------
Philip L. Oakes - Member of the
Employee Benefits Committee of the Plan
and Vice President - Human Resources
