Birmingham Steel Urges Its Stockholders to Take No Action On United Group Consent Solicitation.BIRMINGHAM, Ala.--(BUSINESS WIRE)--Oct. 15, 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) ) today said that it has mailed the following letter to its stockholders: Dear Stockholder: You recently may have received proxy soliciting materials from a group of dissident stockholders calling itself The United Group, and headed by James A. Todd, Jr., formerly of Birmingham Steel, and John Correnti, formerly of Nucor Corporation. Even though Birmingham Steel's Annual Meeting of Stockholders is scheduled to be held less than two months from now, on December 2, 1999, this dissident group is attempting to solicit your vote to remove your entire Board of Directors -- without cause -- in advance of the Annual Meeting through a consent process. If this dissident group succeeds in removing your entire Board of Directors without cause, it would replace the Board with its own hand-picked nominees and take control of your Company. YOUR BOARD OF DIRECTORS UNANIMOUSLY URGES YOU NOT TO LET THEM DO THIS! YOUR BOARD UNANIMOUSLY OPPOSES THE UNITED GROUP'S SOLICITATION AND CAUTIONS YOU NOT TO SIGN ANY BLUE PROXY CARD A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. SENT TO YOU BY THE UNITED GROUP -- EVEN AS A PROTEST VOTE AGAINST THEM. There are a number of reasons why your Board believes that the effort of The United Group to take control of your Board and replace senior management is unwise and not in the best interests of the Company and its stockholders. Our reasons are set forth in detail in our Proxy Statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. for the Annual Meeting, which will be sent to you shortly. In the meantime Adv. 1. in the meantime - during the intervening time; "meanwhile I will not think about the problem"; "meantime he was attentive to his other interests"; "in the meantime the police were notified" meantime, meanwhile , we ask you to consider the following: -- Strategic Restructuring Already in Place: The Company recently announced a strategic restructuring which involves the divestiture of the Company's Special Bar Quality ("SBQ SBQ Sociedade Brasileira de Quimica (Portugese) SBQ Special Bar Quality ") division and other underperforming assets. This strategic restructuring -- which The United Group opposes--will permit the Company to focus on its strong and profitable core mini-mill operations. -- Strong Core Operations: The Company's core mini-mill operations are solidly profitable and have shown substantial improvement in recent years under current management. As indicated by our recent announcement of the Company's financial results for the first quarter of fiscal 2000, these core operations remain strong, despite some of the worst steel industry conditions in many years, and have strong prospects. -- Today's Challenges Caused by Todd Management Team: The United Group has failed to tell you that many of the challenges faced by the SBQ division over the past three years resulted in large part from questionable strategic and operational decisions made between 1991 and January 1996 when Mr. Todd -- a leading member of the dissident group -- was the Company's Chairman and Chief Executive Officer. -- Current Board and Management--Well-Qualified and Dedicated to Stockholder Value: Birmingham Steel already has a highly qualified, experienced and dedicated Board and management team that has put in place, and is already aggressively implementing, the program we believe is needed to build stockholder value. Changing your entire Board and management at this time would be extremely disruptive and could jeopardize the value that is being created by the Company's strategic restructuring. Stockholders will have ample time to consider all the issues and cast their votes well in advance of the December 2 Annual Meeting. We shortly will be sending you the Company's proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other and other important information. These materials will further describe what we believe are serious flaws in The United Group's "program." At this time, we see absolutely no reason for you to grant the dissident group a proxy to act by written consent in advance of our regularly scheduled Annual Meeting. WE AGAIN URGE YOU NOT TO SIGN ANY BLUE PROXY CARD THAT THE UNITED GROUP MAY BE SENDING YOU. Thank you for your continued confidence and support. Sincerely, Robert A. Garvey Chairman and Chief Executive Officer 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." Except for historical information, the matters described in this press release are forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including economic conditions, market demand factors, equipment breakdowns or failures, Birmingham Steel's success in implementing the restructuring plan, the Company's continued compliance with its financing arrangements and its principal debt agreements, as well as other risks described from time to time in the Company's periodic and special filings with the Securities and Exchange Commission. Any forward-looking statements contained in this document speak only as of the date hereof, and the Company disclaims any intent or obligation to update such forward-looking statements. 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 William J. Cabaniss, Jr. was the ambassador from the United States to the Czech Republic from 2004 until 2006. He is a business man from Birmingham, Alabama who also served in the Alabama House of Representatives from 1978 to 1982 and the Alabama State Senate from 1982 to 1990. , Jr., C. Stephen Clegg, Alfred C. DeCrane, Jr., E. Mandell de Windt, Robert A. Garvey, E. Bradley Jones This article is about the football player. For the racing driver, see Brad Jones. Bradley Jones (born March 19, 1982 in Armadale, Australia) is an Australian football player. , 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 Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. ), Kevin E. Walsh (Executive Vice President - Chief Financial Officer), William R. Lucas William R. Lucas (born March 1, 1922) was the fourth Director of the NASA Marshall Space Flight Center. He served as director from June 15, 1974 to July 3, 1986; when he was forced to resign as a result of the Challenger tragedy. , 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 Credit Suisse First Boston was originally the trading name of the Financière Crédit Suisse-First Boston, a London-based 50-50 investment banking joint venture formed in 1978 between the First Boston Corporation and Credit Suisse. Corporation ("CSFB CSFB Credit Suisse First Boston CSFB Cyclically Shifted Filter Bank ") and Banc of America Securities LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control ("BAS BAS abbr. 1. Bachelor of Agricultural Science 2. Bachelor of Applied Science ") 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 prom·ul·gate tr.v. prom·ul·gat·ed, prom·ul·gat·ing, prom·ul·gates 1. To make known (a decree, for example) by public declaration; announce officially. See Synonyms at announce. 2. under the Securities Exchange Act of 1934, as amended, in the solicitation, or that Schedule 14A requires the disclosure of certain information concerning 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 cohen or kohen (Hebrew: “priest”) Jewish priest descended from Zadok (a descendant of Aaron), priest at the First Temple of Jerusalem. The biblical priesthood was hereditary and male. , 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 of other derivatives in or relating to such securities. As of October 12, 1999, CSFB had a net short position of 100 shares of the Company's common stock and as of October 13, 1999, BAS had a net long position of 264,022 shares of the Company's common stock. |
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