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
---------------------------------------------------------
(Name of Registrant as specified in its charter)
----------------------------
(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.
_____
{ } 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:
BIRMINGHAM
STEEL CORPORATION CONTACT: J. DANIEL GARRETT, 205-970-1213
OR
ROY WINNICK/ROANNE KULAKOFF
KEKST AND COMPANY (212) 521-4842
OR 4837
BIRMINGHAM STEEL SETS DATES FOR ANNUAL MEETING
BIRMINGHAM, Ala., Sept. 17, 1999 -- Birmingham Steel Corporation (NYSE: BIR)
today announced that it has set the close of business on October 19, 1999
as the record date for determining shareholders eligible to vote at the
Company's annual meeting, which has been scheduled for December 2, 1999, at
a location and time to be determined.
Separately, the Company stated that a member of the dissident United Group,
which previously stated its intention to engage in a proxy contest at the
annual meeting, has today requested the Company to set a record date for
the solicitation of written consents. The United Group has not stated
whether its proposed consent solicitation will be in place of, or in
addition to, its proposed proxy solicitation. The request for a consent
solicitation record date is being referred to the Company's Board of
Directors.
Birmingham Steel operates in the mini-mill sector of the steel industry and
conducts operations at facilities located across the United States. The
Company produces steel reinforcing bar, merchant products and SBQ (special
bar quality) bar, rod and wire. The common stock of Birmingham Steel
Corporation is traded on the New York Stock Exchange under the symbol
"BIR."
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 or BAS. In connection with their
role as financial advisors to the Company, each of 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 or other derivatives in or
relating to such securities. As of September 3, 1999, CSFB had a net long
position of 14,200 shares of the Company's common stock and as of September
8, 1999, BAS had a net long position of 264,224 shares of the Company's
common stock.
