Birmingham Steel Sends Letter to the United Group.BIRMINGHAM, Ala ALA aminolevulinic acid. Ala alanine. ala (a´lah) pl. a´lae [L.] a winglike process. .--(BUSINESS WIRE)--Nov. 22, 1999-- Birmingham Steel Corporation (NYSE NYSE See: New York Stock Exchange : BIR BIR British Institute of Radiology BIR Bureau of Internal Revenue BIR Bureau of International Recycling BIR Baculovirus IAP Repeat BIR Biomedical Imaging Resource BIR Bureau of Intelligence and Research (US State Department) ) said that the Company's Board of Directors today sent a letter to the United Group reiterating the Board's continued willingness to meet with representatives of the dissident group to discuss issues of mutual interest and concern. The letter follows the report issued by Institutional Shareholder Services (ISS ISS See Institutional Shareholder Services (ISS). ) last Thursday in which ISS recommended that stockholders re-elect re·e·lect also re-e·lect tr.v. re·e·lect·ed, re·e·lect·ing, re·e·lects To elect again. re the Company's nominees for the Board of Directors at the Annual Meeting of Stockholders on December 2nd, and reject the attempt by the dissident United Group to replace the Company's incumbent directors with the board slate put forth by the United Group. In today's letter to the United Group, Birmingham Steel's Board expressed its continued willingness: -- to review with representatives of the United Group the Company's strategic restructuring plan and the circumstances that underlie it; -- to review any plan which the United Group believes might be effective in maximizing value for the shareholders of Birmingham Steel; and -- to re-offer, as it has done in the past in an effort to avoid the current costly and disruptive proxy contest Proxy contest A battle for the control of a firm in which a dissident group seeks, from the firm's other shareholders, the right to vote those shareholders' shares in favor of the dissident group's slate of directors. Also called proxy fights. , representation to the United Group on the Company's Board of Directors. The Board also urged the United Group to follow its lead in putting the interests of the Company's shareholders first. The full text of the letter follows: November 22, 1999 The United Company Shareholder Group 1005 Glenway Avenue Bristol, Virginia Bristol is an independent city in Virginia, bounded by Washington County, Virginia and Sullivan County, Tennessee. As of the 2000 census, the city had a total population of 17,367. 24201 Gentlemen: We are writing based on our concern that the best interests of Birmingham Steel's shareholders may not be served without all parties acting with full knowledge. The interests of the Board of Directors of Birmingham Steel, eight of whose members are independent directors, have been, and continue to be, to serve the best interests of the shareholders of Birmingham Steel. In that regard, we have spent considerable time evaluating Birmingham Steel's businesses and developing a strategy based on a full knowledge of the Company's circumstances. Our support of the Company's SBQ SBQ Sociedade Brasileira de Quimica (Portugese) SBQ Special Bar Quality strategy is based solely on our belief that this strategy has the greatest likelihood of leading to the enhancement of shareholder value in light of the current challenges facing the Company. We have been, and continue to be, willing to review in detail with representatives of the United Group the Company's plan and the circumstances that underlie it. We would be equally prepared to review any plan which the United Group believes might be effective in maximizing value for the shareholders of Birmingham Steel. We are also prepared to re-offer, as we did in the past, representation to the United Group on the Birmingham Steel Board of Directors. We do not, however, see, at this time, how the interests of Birmingham Steel's shareholders would be served by effecting a change-in-control of Birmingham Steel under circumstances where we do not understand, in good conscience, that there is an alternative plan for the Company, particularly regarding the SBQ division, which would prevent the serious financial and competitive damage which we believe would result if SBQ were to be retained even in the near term. Our concern was reflected in the report recently issued by Institutional Shareholder Services, a highly respected shareholder advisory organization, when it stated, "there is more risk of permanent disaster by keeping the SBQ assets and perpetuating the cash drain than there is by divesting and reducing remaining debt via cash flow generated from the core operations." We are not asking that you commit to stand down from your proxy contest. However, we are asking that you, like we, put the best interests of all our shareholders first. We look forward to your prompt and affirmative AFFIRMATIVE. Averring a fact to be true; that which is opposed to negative. (q.v.) 2. It is a general rule of evidence that the affirmative of the issue must be proved. Bull. N. P. 298 ; Peake, Ev. 2. 3. response. We are prepared to move ahead immediately. Please direct all communications to our counsel, David J David J. Haskins (b. April 24, 1957, in Northampton, England) is a British alternative rock musician. He was the bassist for the seminal gothic rock band Bauhaus. Life and work . Friedman. Sincerely, The Board of Directors of Birmingham Steel Corporation Birmingham Steel operates in the mini-mill sector of the steel industry and conducts operations at facilities located across the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . The common stock of Birmingham Steel is traded on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. under the symbol "BIR." |
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