As filed with the Securities and Exchange Commission on November 5, 1999.
Registration No. 33-__________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act of 1933
BIRMINGHAM STEEL CORPORATION
----------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-9820 13-3213634
------------- ------------ ---------------
(State of (Commission (IRS Employer
Incorporation) File No.) Identification No.)
1000 Urban Center Drive, Suite 300
Birmingham, Alabama 35242-2516
-----------------------------------
(Address of Principal Executive Offices)
BIRMINGHAM STEEL CORPORATION
1999 DIRECTOR COMPENSATION PLAN
-------------------------------
(Full Title of the Plan)
Catherine W. Pecher
Vice President and Secretary
Birmingham Steel Corporation
1000 Urban Center Drive, Suite 300, Birmingham, Alabama 35242-2516
-------------------------------------------------------------------
(Name and Address of Agent For Service)
(205) 970-1200
--------------
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Suzanne Ashe
Balch & Bingham LLP
1901 Sixth Avenue North
Birmingham, Alabama 35203
(205) 251-8100
CALCULATION OF REGISTRATION FEE
<PAGE>
Title Of Proposed Proposed Amount
Securities Amount Maximum Offering Maximum Aggregate of
To Be To Be Price Per Share Offering Price Registration
Registered Registered (1) (1) Fee
- ----------- ---------- --------------- ------------------ ------------
Common Stock 500,000(2) $6.875 $3,437,500 $955.63
$.01 par
value
(1) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
offering price is estimated solely for the purpose of determining the
registration fee and is based on the average of the bid and asked
prices of the common stock of Birmingham Steel Corporation on October
29, 1999.
(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the
number of shares of securities registered on this Registration
Statement will be increased as a result of future stock splits, stock
dividends or similar transactions that occur prior to the distribution
of the securities covered by this Registration Statement.
<PAGE>
PART I
EXPLANATORY NOTE
Birmingham Steel Corporation (the "Registrant") is filing this
Registration Statement on Form S-8 in order to register 500,000 shares of common
stock, $.01 par value per share (the "Common Stock"), to be offered or sold
pursuant to the terms and conditions of the Birmingham Steel Corporation 1999
Director Compensation Plan (the "Plan").
A prospectus meeting the requirements of Part I of Form S-8 and
containing the statement required by Item 2 of Form S-8 has been prepared. Such
prospectus is not included in this Registration Statement but will be delivered
to all participants in the Plan pursuant to Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference: (i) the Registrant=s Amendment to Annual
Report on Form 10-K405/A, as filed on October 20, 1999; (ii) the Registrant's
Annual Report on Form 10-K405 for the fiscal year ended June 30, 1999, as filed
October 13, 1999; and (iii) the Registrant=s Current Reports on Form 8-K, as
filed on September 30, 1999 and August 11, 1999.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the date of this Registration Statement and prior to the termination of the
offering of the securities offered hereby shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof. Any statement
contained in a document incorporated or deemed to be incorporated by reference
hereto shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
<PAGE>
The Registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law empowers a Delaware corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. A corporation may indemnify such person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. A corporation may, in
advance of the final disposition of any civil, criminal, administrative or
investigative action, suit or proceeding, pay the expenses (including attorneys'
fees) incurred by any officer or director in defending such action, provided
that the director or officer undertakes to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation.
A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its favor
under the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses (including attorneys' fees) which he actually
and reasonably incurred in connection therewith. The indemnification provided is
not deemed to be exclusive of any other rights to which an officer or director
may be entitled under any corporation's bylaws, agreement, vote or otherwise.
The Registrant's By-Laws provide for indemnification of directors and
officers of the Registrant to the fullest extent permitted by Delaware law.
The Registrant has purchased directors' and officers' liability
insurance covering certain liabilities incurred by its officers and directors in
connection with the performance of their duties.
While the Registrant's By-Laws provide officers and directors with
protection from awards for monetary damage for breaches of their duty of care,
they do not eliminate such duty. Accordingly, the By-Laws will have no effect on
the availability of equitable remedies such as an injunction or rescission based
on an officer's or a director's breach of his or her duty of care.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference
herein as part of this Registration Statement:
Sequential
Exhibit Description
4.1 Restated Certificate of Incorporation of the Registrant (incorporated
by reference from Registrant's Registration Statement on Form 8-A,
filed November 16, 1986, Exhibit 2.2)
4.2 Birmingham Steel Corporation $130,000,000 Senior Note Purchase
Agreement dated December 15, 1993 between the Registrant and the
following group of investors: The Equitable Life Assurance Society of
the U.S., The Guardian Life Insurance Company of America, Principal
Mutual Life Insurance Company, The Travelers Indemnity Company,
Jefferson-Pilot Life Insurance Company, Phoenix Home Life Mutual Life
Insurance Company, American United Life Insurance Company, Canada Life
Assurance Company, Canada Life Assurance Company of America, Canada
Life Assurance Company of New York, Ameritas Life Insurance
Corporation, Berkshire Life Insurance Company, Provident Mutual Life
Insurance Company-CALIC, Provident Mutual Life Insurance Company of
Philadelphia (incorporated by reference from Registrant's Report for
the Quarter ended December 31, 1993 on Form 10-Q, Exhibit 4.1)
4.2.1 First Amendment to $130,000,000 Senior Note Purchase Agreement dated
October 18, 1996 (to be filed as an amendment to Registrant's Annual
Report (see Form 10-K/A, filed October 20, 1999, Exhibit 4.1.1))
4.2.2 Second Amendment to $130,000,000 Senior Note Purchase Agreement dated
December 14, 1998 (incorporated by reference from Registrant's Report
for the Quarter Ended December 31, 1998 on Form 10-Q, Exhibit 10.3)
4.2.3 Waiver and Third Amendment to $130,000,000 Senior Note Purchase
Agreement dated as of October 12, 1999 (incorporated by reference from
Registrant's Amendment to Annual Report on Form 10-K/A, filed October
20, 1999, Exhibit 4.1.3)
4.2.4 Amended and Restated $130,000,000 Senior Note Purchase Agreement dated
as of October 12, 1999 (incorporated by reference from Registrant's
Amendment to Annual Report on Form 10-K/A, filed October 20, 1999,
Exhibit 4.1.4)
4.3 Birmingham Steel Corporation $150,000,000 Senior Note Purchase
Agreement dated December 15, 1995 between the Registrant and the
following group of investors: Connecticut General Life Insurance
Company, Life Insurance Company of North America, CIGNA Property and
Casualty Insurance Company, Principal Mutual Life Insurance Company,
Nationwide Life Insurance Company, Employers Life Insurance Company of
Wausau, The Northwestern Mutual Life Insurance Company, The Equitable
Life Assurance Society of the United States, Sun Life Assurance
Company of Canada (U.S.), Sun Life Assurance Company of Canada, Sun
Life Insurance and Annuity Company of New York, The Minnesota Mutual
Life Insurance Company, Mutual Trust Life Insurance Company, The
Reliable Life Insurance Company, Federated Mutual Insurance Company,
Federated Life Insurance Company, Minnesota Fire and Casualty Company,
National Travelers Life Company, First National Life Insurance Company
of America, Guarantee Reserve Life Insurance Company, First Colony
Life Insurance Company, American United Life Insurance Company, The
State Life Insurance Company, Ameritas Life Insurance Company
(incorporated by reference from Registrant's Report for the Quarter
Ended December 31, 1995 on Form 10-Q, Exhibit 4.1)
4.3.1 Amendment to $150,000,000 Senior Note Purchase Agreement dated
December 14, 1998 (incorporated by reference from Registrant's Report
for the Quarter Ended December 31, 1998 on Form 10-Q, Exhibit 10.2)
4.3.2 Waiver and Second Amendment to $150,000,000 Senior Note Purchase
Agreement dated as of October 12, 1999 (incorporated by reference from
Registrant's Amendment to Annual Report on Form 10-K/A, filed October
20, 1999, Exhibit 4.2.2)
4.3.3 Amended and Restated $150,000,000 Senior Note Purchase Agreement
dated as of October 12, 1999 (incorporated by reference from
Registrant's Amendment to Annual Report on Form 10-K/A, filed October
20, 1999, Exhibit 4.2.3)
4.4 Shareholder Rights Plan of Registrant (incorporated by reference from
Registrant=s Current Report on Form 8-K, as filed January 23, 1996)
4.5 Reimbursement Agreement, dated as of October 1, 1996, between
Birmingham Steel Corporation and PNC Bank, Kentucky, Inc.
(incorporated by reference from Registrant's Report for the Quarter
Ended December 31, 1996 on Form 10-Q, Exhibit 4.1)
4.6 Restated By-Laws of the Registrant dated August 3, 1999 (incorporated
by reference from Registrant=s Current Report on Form 8-K, as filed
August 11, 1999, Exhibit 3.1)
4.7 Letter from Birmingham Steel Corporation to Senior Noteholders dated
October 13, 1999 (incorporated by reference from Registrant's
Amendment to Annual Report on Form 10-K/A, filed October 20, 1999,
Exhibit 4.3)
5.1 Opinion of Balch & Bingham LLP regarding legality of Shares
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP
23.3 Consent of Balch & Bingham LLP (included in Exhibit 5.1)
24.1 Power of Attorney of the Officers and Directors of the Registrant
99.1 Birmingham Steel Corporation 1999 Director Compensation Plan
99.2 Risk Factors that May Affect Future Operating Results
(incorporated by reference from Registrant's Annual Report on
Form 10-K, filed October 13, 1999, Exhibit 99.1)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) To deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest annual
report, to security holders that is incorporated by reference in the prospectus
and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Exchange Act; and, where interim financial information required
to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(6) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on this 1st day of
November, 1999.
BIRMINGHAM STEEL CORPORATION
(Registrant)
By: *
-----------------------------
Robert A. Garvey
Its: Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
*
- ------------------------ Chairman-Executive Committee, November 2, 1999
E. Mandell de Windt Director
*
- ------------------------ Chairman of the Board, November 2, 1999
Robert A. Garvey Chief Executive Officer,
Director
(Principal Executive Officer)
*
- ------------------------ Director November 2, 1999
C. Stephen Clegg
*
- ------------------------ Director November 2, 1999
E. Bradley Jones
*
- ------------------------ Director November 2, 1999
William J. Cabaniss, Jr.
*
- ------------------------ Director November 2, 1999
Richard de J. Osborne
*
- ------------------------ Director November 2, 1999
Alfred C. DeCrane, Jr.
*
- ------------------------ Director November 2, 1999
Robert D. Kennedy
*
- ------------------------ Director November 2, 1999
John H. Roberts
*
- ------------------------ Executive Vice President and November 2, 1999
Kevin E. Walsh Chief Financial Officer
(Principal Financial and
Principal Accounting Officer)
*By /s/ Catherine W. Pecher
------------------------
Catherine W. Pecher
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Sequential
Exhibit Description
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference from Registrant's Registration
Statement on Form 8-A, filed November 16, 1986, Exhibit 2.2)
4.2 Birmingham Steel Corporation $130,000,000 Senior Note Purchase
Agreement dated December 15, 1993 between the Registrant and the
following group of investors: The Equitable Life Assurance
Society of the U.S., The Guardian Life Insurance Company of
America, Principal Mutual Life Insurance Company, The Travelers
Indemnity Company, Jefferson-Pilot Life Insurance Company,
Phoenix Home Life Mutual Life Insurance Company, American United
Life Insurance Company, Canada Life Assurance Company, Canada
Life Assurance Company of America, Canada Life Assurance Company
of New York, Ameritas Life Insurance Corporation, Berkshire Life
Insurance Company, Provident Mutual Life Insurance Company-CALIC,
Provident Mutual Life Insurance Company of Philadelphia
(incorporated by reference from Registrant's Report for the
Quarter ended December 31, 1993 on Form 10-Q, Exhibit 4.1)
4.2.1 First Amendment to $130,000,000 Senior Note Purchase Agreement
dated October 18, 1996 (to be filed as an amendment to
Registrant's Annual Report (see Form 10-K/A, filed October 20,
1999, Exhibit 4.1.1))
4.2.2 Second Amendment to $130,000,000 Senior Note Purchase Agreement
dated December 14, 1998 (incorporated by reference from
Registrant's Report for the Quarter Ended December 31, 1998 on
Form 10-Q, Exhibit 10.3)
4.2.3 Waiver and Third Amendment to $130,000,000 Senior Note Purchase
Agreement dated as of October 12, 1999 (incorporated by reference
from Registrant's Amendment to Annual Report on Form 10-K/A,
filed October 20, 1999, Exhibit 4.1.3)
4.2.4 Amended and Restated $130,000,000 Senior Note Purchase Agreement
dated as of October 12, 1999 (incorporated by reference from
Registrant's Amendment to Annual Report on Form 10-K/A, filed
October 20, 1999, Exhibit 4.1.4)
4.3 Birmingham Steel Corporation $150,000,000 Senior Note Purchase
Agreement dated December 15, 1995 between the Registrant and the
following group of investors: Connecticut General Life Insurance
Company, Life Insurance Company of North America, CIGNA Property
and Casualty Insurance Company, Principal Mutual Life Insurance
Company, Nationwide Life Insurance Company, Employers Life
Insurance Company of Wausau, The Northwestern Mutual Life
Insurance Company, The Equitable Life Assurance Society of the
United States, Sun Life Assurance Company of Canada (U.S.), Sun
Life Assurance Company of Canada, Sun Life Insurance and Annuity
Company of New York, The Minnesota Mutual Life Insurance Company,
Mutual Trust Life Insurance Company, The Reliable Life Insurance
Company, Federated Mutual Insurance Company, Federated Life
Insurance Company, Minnesota Fire and Casualty Company, National
Travelers Life Company, First National Life Insurance Company of
America, Guarantee Reserve Life Insurance Company, First Colony
Life Insurance Company, American United Life Insurance Company,
The State Life Insurance Company, Ameritas Life Insurance Company
(incorporated by reference from Registrant's Report for the
Quarter Ended December 31, 1995 on Form 10-Q, Exhibit 4.1)
4.3.1 Amendment to $150,000,000 Senior Note Purchase Agreement dated
December 14, 1998 (incorporated by reference from Registrant's
Report for the Quarter Ended December 31, 1998 on Form 10-Q,
Exhibit 10.2)
4.3.2 Waiver and Second Amendment to $150,000,000 Senior Note Purchase
Agreement dated as of October 12, 1999 (incorporated by reference
from Registrant's Amendment to Annual Report on Form 10-K/A,
filed October 20, 1999, Exhibit 4.2.2)
4.3.3 Amended and Restated $150,000,000 Senior Note Purchase Agreement
dated as of October 12, 1999 (incorporated by reference from
Registrant's Amendment to Annual Report on Form 10-K/A, filed
October 20, 1999, Exhibit 4.2.3)
4.4 Shareholder Rights Plan of Registrant (incorporated by reference
from Registrant=s Current Report on Form 8-K, as filed January
23, 1996)
4.5 Reimbursement Agreement, dated as of October 1, 1996, between
Birmingham Steel Corporation and PNC Bank, Kentucky, Inc.
(incorporated by reference from Registrant's Report for the
Quarter Ended December 31, 1996 on Form 10-Q, Exhibit 4.1)
4.6 Restated By-Laws of the Registrant dated August 3, 1999
(incorporated by reference from Registrant=s Current Report on
Form 8-K, as filed August 11, 1999, Exhibit 3.1)
4.7 Letter from Birmingham Steel Corporation to Senior Noteholders
dated October 13, 1999 (incorporated by reference from
Registrant's Amendment to Annual Report on Form 10-K/A, filed
October 20, 1999, Exhibit 4.3)
5.1 Opinion of Balch & Bingham LLP regarding legality of Shares
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP
23.3 Consent of Balch & Bingham LLP (included in Exhibit 5.1)
24.1 Power of Attorney of the Officers and Directors of the Registrant
99.1 Birmingham Steel Corporation 1999 Director Compensation Plan
99.2 Risk Factors that May Affect Future Operating Results
(incorporated by reference from Registrant's Annual Report on
Form 10-K, filed October 13, 1999, Exhibit 99.1)
<PAGE>
[BALCH & BINGHAM LLP LETTERHEAD]
EXHIBIT 5.1
November 1, 1999
Birmingham Steel Corporation
1000 Urban Center Drive
Suite 300
Birmingham, Alabama 35242-2516
Re: Birmingham Steel Corporation - Registration Statement on Form S-8
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended, of 500,000 shares of the common stock, $.01 par value per share (the
"Common Stock"), of Birmingham Steel Corporation, a Delaware corporation (the
"Corporation"), for issuance and sale in the manner described in the
Corporation's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission, to which this opinion is an exhibit (the "Registration
Statement"), we, as counsel to the Corporation, have examined such corporate
records, certificates, and other documents as we considered necessary or
appropriate for the purposes of delivering this opinion.
On the basis of the foregoing, we are of the opinion that the Common
Stock offered pursuant to the Registration Statement has been duly and validly
authorized and is, or when issued in accordance with the respective governing
documents will be, duly and validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours very truly,
/s/ Balch & Bingham LLP
-----------------------
Balch & Bingham LLP
<PAGE>
EXHIBIT 23.1
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Birmingham Steel Corporation 1999 Director Compensation
Plan of our report dated September 15, 1999, except for Note 7, as to which the
date is October 12, 1999, with respect to the consolidated financial statements
and schedule of Birmingham Steel Corporation included in its Annual Report (Form
10-K) for the year ended June 30, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
November 3, 1999
<PAGE>
EXHIBIT 23.2
Consent of KPMG LLP
The Members
Pacific Coast Recycling, LLC:
We consent to the incorporation by reference in the registration statement (Form
S-8) pertaining to the Birmingham Steel Corporation 1999 Director Compensation
Plan, of Birmingham Steel Corporation of our report dated July 30, 1999, with
respect to the balance sheets of Pacific Coast Recycling LLC as of June 30, 1999
and 1998 and the related statements of operations, members' capital (deficit)
and cash flows for the years then ended, which report appears in the Form 10-K
of Birmingham Steel Corporation dated June 30, 1999.
/s/ KPMG LLP
---------------
KPMG LLP
Los Angeles, California
November 2, 1999
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
WHEREAS, the Board of Directors of Birmingham Steel
Corporation (the "Company") has determined that it is in the best interest of
the Company to register 500,000 shares of the Company's common stock for
issuance under the Company's 1999 Director Compensation Plan; and
WHEREAS, the Company proposes to file a registration statement
on Form S-8 and amendments thereto under the Securities Act of 1933 with respect
to the above-referenced plan.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that the
undersigned directors and officers of the Company, individually as a director
and/or as an officer of the Company, hereby make, constitute and appoint
Catherine W. Pecher their true and lawful attorney-in-fact for each of them and
in each of their names, places and steads to sign and cause to be filed with the
Securities and Exchange Commission said registration statement and any
appropriate amendments thereto, to be accompanied by any necessary exhibits.
The undersigned directors and officers of the Company hereby
authorize said person to sign said registration statement on their behalf as
attorney-in-fact and to amend, or remedy any deficiencies with respect to, said
registration statement by appropriate amendment or amendments and to file the
same as aforesaid, hereby giving and granting to said attorney full power and
authority to do so and perform all and every act and thing whatsoever requisite
and necessary to complete the foregoing, hereby ratifying and confirming all
that said attorney may or shall do, or cause to be done, by virtue hereof.
The undersigned further consent to the execution of this document and
counterpart originals. Each such counterpart shall constitute an original.
Dated: October 27, 1999 /s/ E. Mandell de Windt
-----------------------
E. Mandell de Windt
Dated: October 27, 1999 /s/ Robert A. Garvey
------------------------
Robert A. Garvey
Dated: October 27, 1999 /s/ C. Stephen Clegg
------------------------
C. Stephen Clegg
Dated: October 30, 1999 /s/ E. Bradley Jones
------------------------
E. Bradley Jones
Dated: October 27, 1999 /s/ William J. Cabaniss, Jr.
---------------------------
William J. Cabaniss, Jr.
Dated: October 27, 1999 /s/ Richard de J. Osborne
-------------------------
Richard de J. Osborne
Dated: October 27, 1999 /s/ Alfred C. DeCrane, Jr.
--------------------------
Alfred C. DeCrane, Jr.
Dated: October 27, 1999 /s/ Robert D. Kennedy
--------------------------
Robert D. Kennedy
Dated: October 27, 1999 /s/ John H. Roberts
--------------------------
John H. Roberts
Dated: November 2, 1999 /s/ Kevin E. Walsh
--------------------------
Kevin E. Walsh
<PAGE>
EXHIBIT 99.1
BIRMINGHAM STEEL CORPORATION
1999 DIRECTOR COMPENSATION PLAN
Section 1. Purpose of the Plan.
The purpose of the Birmingham Steel Corporation 1999 Director Compensation Plan
(the "Plan") is to provide cash and stock based compensation to non-employee
directors of Birmingham Steel Corporation (the "Company") in order to encourage
the highest level of director performance and to promote long-term shareholder
value by providing such directors with a proprietary interest in the Company's
success and progress through the issuance of shares of the Company's common
stock ("Common Stock").
Section 2. Certain Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the Compensation and Stock Option Committee of
the Board.
(c) "Common Stock" means the common stock of the Company.
(d) "Company" means Birmingham Steel Corporation, a Delaware
corporation.
(e) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(f) "Non-Employee Director" means each member of the Board who is not
an employee of the Company or any of its subsidiaries at the date
of each grant or award.
(g) "Plan" means the Birmingham Steel Corporation 1999 Director
Compensation Plan.
(h) "Rule 16b-3" means Rule 16b-3, as currently in effect or as
hereinafter amended or modified, promulgated under the Exchange
Act.
Section 3. Administration of the Plan.
The Plan shall be administered by the Committee of the Board of Directors of the
Company. Grants of cash and Common Stock under the Plan shall be made
automatically as provided in Section 6 hereof. However, the Committee shall have
full authority to interpret the Plan, to promulgate such rules and regulations
with respect to the Plan as it deems desirable, and to make all other
determinations necessary or appropriate for the administration of the Plan, and
such determinations shall be final and binding upon all persons having an
interest in the Plan.
Section 4. Common Stock Subject to the Plan.
The total number of shares of Common Stock reserved and available for
distribution under the Plan shall be 500,000. Such shares may consist, in whole
or in part, of authorized and unissued shares or treasury shares. In the event
of any merger, reorganization, consolidation, recapitalization, Common Stock
dividend, or other change in corporate structure affecting the Common Stock, a
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan and in the number of shares granted under
the Plan as may be determined to be appropriate by the Committee, in its sole
discretion, provided that the number of shares subject to any award shall always
be a whole number.
Section 5. Participation.
Each Non-Employee Director shall be eligible to participate in the Plan.
Section 6. Annual Retainer.
On the date of each Annual Meeting of Stockholders of Birmingham Steel
Corporation at which directors are elected, commencing with the 1999 Annual
Meeting of Stockholders, each director who is elected to the Board of Directors
at such Annual Meeting and who is not an employee of the Company shall receive
in payment of such director=s annual retainer shares of Common Stock with a
market value of $30,000 based on the closing price on the last trading day of
the month preceding such annual meeting, except that cash shall be paid in lieu
of fractional shares.
Section 7. Termination or Amendment of the Plan.
The Board may suspend or terminate the Plan or any portion thereof at any time,
and the Board may amend the Plan from time to time as may be deemed to be in the
best interests of the Company; except as may be required by applicable laws or
regulations.
Section 8. Section 16.
It is intended that the Plan and any grants made to a person subject to Section
16 of the Exchange Act meet all of the requirements of Rule 16b-3. If any
provision of the Plan or any award hereunder would disqualify the Plan or such
award, or would otherwise not comply with Rule 16b-3, such provision or award
shall be construed or deemed amended to conform to Rule 16b-3.
Section 9. General Provisions.
(a) No Right of Continued Service. Nothing in the Plan shall be
deemed to create any obligation on the part of the Board to
nominate any Non-Employee Director for reelection by the
Company's stockholders.
(b) Payment of Taxes. A Non-Employee Director shall, no later than
the date as of which the value of any award under this Plan first
becomes includable in the Non-Employee Director=s gross income
for federal income tax purposes, make arrangements satisfactory
to the Committee regarding payment of any federal, state, local
or FICA taxes of any kind required by law to be withheld with
respect to such award.
(c) Shares. The shares of Common Stock issued under the Plan may be
either authorized but unissued shares or shares which have been
or may be reacquired by the Company, as determined from time to
time by the Board.
(d) Governing Law. The Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the
State of Delaware (other than its law respecting choice of law).
The Plan shall be construed to comply with all applicable law,
and to avoid liability to the Company or a Non-Employee Director,
including, without limitation, liability under Section 16(b) of
the Exchange Act.
(e) Effective Date of Plan. The Plan shall be effective July 1, 1999.
(f) Headings. The headings contained in this Plan are for reference
purposes only and shall not affect the meaning or interpretation
of this Plan.
(g) Severability. If any provision of this Plan shall for any reason
be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision hereby, and
this Plan shall be construed as if such invalid or unenforceable
provision were omitted.
(h) Successors and Assigns. This Plan shall inure to the benefit of
and be binding upon each successor and assign of the Company. All
obligations imposed upon a Non-Employee Director, and all rights
granted to the Company hereunder, shall be binding upon the
Non-Employee Director's heirs, legal representatives and
successors.
(i) Status of Existing Plan. This Plan supercedes and replaces the
Birmingham Steel Corporation Director=s Compensation Plan
effective July 1, 1992, as amended May 14, 1993.
