As filed with the Securities and Exchange Commission on December 13, 2002
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UnderUNDER
THE SECURITIES ACT OF 1933
NUCOR CORPORATION
(Exact name of Registrantregistrant as specified in its charter)
Delaware | 3312 | 13-1860817 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer | ||
Identification Number) |
1915 Rexford Road
Charlotte, North Carolina 28211
(704) 366-7000
(Address, including zip code, and telephone number, including area code, of Registrant’sregistrant’s principal executive offices)
James D. Frias
Chief Financial Officer, Treasurer and Executive Vice President
1915 Rexford Road
Charlotte, North Carolina 28211
(704) 366-7000
(Name, and address, including zip code, and telephone number, including area code, of agent for service)
CopiesCopy to:
Wade B. Andrew Pickens,Sample, Jr., Esq.
Moore & Van Allen PLLC
100 North Tryon Street, Suite 4700
Charlotte, North Carolina 28202
(704) 331-1000
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective in connection with the exchange offer described in the prospectus contained in this registration statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule ¨12b-2
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | ☐ | |||
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) | ☐ |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Note (1) | Proposed Maximum Aggregate Offering Price (1) | Amount of Registration Fee (2) | ||||
4.875% Notes due 2012 | $350,000,000 | 100% | $350,000,000(1) | $32,200 | ||||
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Title of each class of securities to be registered | Amount to be registered | Proposed maximum offering price per unit | Proposed maximum aggregate offering price | Amount of registration fee | ||||
2.979% Notes due 2055 | $439,312,000.00 | 100% | $439,312,000.00 | $47,928.94(1) | ||||
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(1) | Calculated pursuant to Rule 457(f)(2) under the Securities Act |
The Registrantregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statementthe registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED ,AUGUST 19, 2021
PROSPECTUS
Nucor Corporation
Offer to Exchange $350,000,000
Up to $439,312,000 of its 4.875%2.979% Notes due 2012,
That Have Been Registered Under
the Securities Act of 1933, As Amended (“New Notes”)
For a Like Principal Amount of
2.979% Notes due 2055
That Have Not Been Registered Under
the Securities Act of 1933, As Amended (“Existing Notes”)
We are offering to exchange up to $439,312,000 aggregate principal amount of our New Notes for a like principal amount of our outstanding Existing Notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.
The terms of the New Notes are substantially identical in all material respects to the terms of the Existing Notes, except that the New Notes will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and, therefore, will be freely tradable and will not contain restrictions on transfer, registration rights or provisions for $350,000,000the payment of its
Interest on the New Notes due 2012
We will not receive any proceeds from the issuance of the New Notes in the exchange offer.
The exchange offer will expire at 5:00 p.m., New York City time, on , 2003,2021, unless extended.
You should carefully review the procedures for tendering Existing Notes under the heading “The Exchange Offer—Procedures for Tendering Existing Notes” in this prospectus. If you do not comply with these procedures, we are offeringnot obligated to exchange $350 million aggregate principal amount of registered 4.875% notes due October 1, 2012, registered under the Securities Act, which are referredyour Existing Notes for New Notes.
If you currently hold Existing Notes and fail to in this prospectus as the new notes, for all $350 million aggregate principal amount of outstanding unregistered 4.875% notes due October 1, 2012, which are referred to in this prospectus as the old notes. We sometimes refer to the new notes and the old notes collectively as the notes.
The exchange of old notesNew Notes generally will be freely transferable but will also be new securities for new notes in this exchange offer should not be a taxable event for U.S. federal income tax purposes.
Each broker-dealer that receives new notesNew Notes for its own account pursuant to thisthe exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes.such New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, asuch broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notesNew Notes received in exchange for old notes if the old notesExisting Notes where such Existing Notes were acquired by thesuch broker-dealer as a result of market-making activities or other trading activities.
See “Risk Factors” beginning on page 11 of this prospectus for a discussion of factors that you should consider before participating in the exchange offer with respectoffer.
Neither we nor our board of directors make any recommendation to old notes acquired other thanholders of Existing Notes as to whether to tender or refrain from tendering all or any portion of their Existing Notes pursuant to the exchange offer. Moreover, no one has been authorized to make any such recommendation.
Neither the Securities and Exchange Commission (the “SEC” or the “Commission”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a result of market-making activities or other trading activities. See “Plan of Distribution”.
The date of this prospectus is , .2021.
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This prospectus incorporates important business and financial information contained or incorporated by reference in this prospectus. We have not authorized any person to provide you with information in addition to, different from or inconsistent with the information contained or incorporated by reference in this prospectus or to represent anything else about us. If anyone provides you with informationus that is not included in addition to, different from or inconsistentdelivered with the information contained or incorporated by reference in this prospectus, it may not be accurate or complete and you should not rely on it. Except as otherwise indicated, the information appearing in this prospectus speaks only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. The delivery of this prospectus under any circumstances does not imply that there has been no change in our affairs or that the information herein is correct as of any date subsequent to the date hereof.
1915 Rexford Road
Charlotte, North Carolina 28211 Attention: Terry S. Lisenby, Chief Financial Officer, Treasurer and Executive Vice President, or telephoning us at
Telephone: (704) 366-7000.
You may also direct any information requests to the Information Agent (as defined in this prospectus) using the contact information on the back cover page of this prospectus. To obtain timely delivery of any requested information, you would like tomust make any request documents, please do so no later than , in order2021, which is five business days prior to receive the documents before thisExpiration Date of the exchange offer. The exchange offer expires on , 2003.
This prospectus is part of a registration statement youwe filed with the SEC. You should readmake your decision about whether to participate in the relevant document for a more complete understandingexchange offer after considering all of the document or matter involved.
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In deciding whether to participate in the exchange offer, you must rely on your own examination of us and the terms of the exchange offer and the New Notes, including the merits and risks involved. You should not consider any information contained in or incorporated by reference into this prospectus to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding participation in the exchange offer and an investment in the New Notes.
We make no representation or warranty, express or implied, as to the accuracy or completeness of the information obtained from third-party sources set forth herein or incorporated by reference into this prospectus, and nothing contained in or incorporated by reference into this prospectus is, or shall be relied upon as, a promise or representation as to past or future performance.
Except as otherwise indicated (including in the section of this prospectus entitled “Description of the New Notes”) or unless the context requires otherwise, all references in this prospectus to “Nucor,” the “Company,” “we,” “us,” “our” and similar terms refer to Nucor Corporation and its subsidiaries on a consolidated basis.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any applicable prospectus supplement and any related free writing prospectus and the documents incorporated by reference herein and therein may include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act particularlyof 1934, as amended (the “Exchange Act”). Statements that do not relate strictly to historical facts are forward-looking statements. Statements containing words such as “anticipate,” “believe,” “expect,” “intend,” “project,” “may,” “will,” “should,” “could” and similar expressions are intended to identify those statements preceded by, followed by, or that otherwise include, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, or similar expressions. For those statements, we claim the protection of the safe harbor forforward-looking statements. These forward-looking statements contained inreflect our best judgment based on current information, and, although we base these statements on circumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the Private Securities Litigation Reform Actaccuracy of 1995. Forward-looking statements relating to expectations about future results or events are based upon information available to us as ofsuch forward-looking information. As such, the date of this prospectus, and we assume no obligation to update any of these statements. The forward-looking statements are not guarantees of our future performance, and actual results may vary materially from the projected results and expectations discussed. Risks and uncertaintiesFactors that couldmight cause our actual results to vary materially include without limitation the following:
Additional information regarding the risks and uncertainties which may affect our business operations and financial performance can be found in our filings with the SEC. Caution should be taken not to place undue reliance on the forward-looking statements you should referincluded in this prospectus. We undertake no obligation to thepublicly update or revise any forward-looking statements, whether as a result of new information, containedfuture events or otherwise, except as required by applicable law.
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This summary highlights selected information included in “Risk Factors” and the filings made by us with the SEC that areor incorporated by reference into this prospectus. The section entitled “Where You Can Find More Information” describes how to obtain these filings and information.
Our Business
Nucor and its affiliates manufacture steel and steel products. The Company also produces direct reduced iron (“DRI”) for use in its steel mills. Through The David J. Joseph Company and its affiliates, the Company also processes ferrous and nonferrous metals and brokers ferrous and nonferrous metals, pig iron, hot briquetted iron and DRI. Most of the Company’s operating facilities and customers are located in North America. The Company’s operations include international trading and sales companies that buy and sell steel and steel products manufactured by the nation’sCompany and others. Nucor is North America’s largest recycler, using scrap steel scrap as the primary raw material in producing oursteel and steel products. We had sales of over $4.1 billion
Our common stock is listed and recycled over 10 million tons of scrap steel in 2001. We produce and sell steel intraded on the following forms:
Corporate Information
Our principal executive offices are located at 21001915 Rexford Road, Charlotte, North Carolina 28211, and our telephone number at that location is (704) 366-7000.
The assets purchased include four operating mills and approximately $120 million of accounts receivable and inventory. As required by the acquisition agreement, Birmingham Steel filed for Chapter 11 bankruptcy pursuant to a pre-arranged plan, which was agreed to by us, Birmingham Steel and its secured creditors. The United States Bankruptcy Court in Delaware confirmed the plan of reorganization and approved the acquisition. The Anti-Trust Division of the United States Department of Justice granted early termination of the Hart-Scott-Rodino waiting period, allowing the transaction to proceed under the antitrust laws.
Securities to be Exchanged | In December 2020, we issued |
The Exchange Offer | We are offering to exchange all of our outstanding Existing Notes for a like principal amount of our 2.979% Notes due 2055 that will be registered under the Securities Act (“New Notes”). The terms of the New Notes are substantially identical in all material respects to the terms of the Existing Notes, except that the The Existing Notes may be tendered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will issue New Notes in exchange for all Existing Notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the Expiration Date. |
Resales of New Notes Without Further Registration; Prospectus Delivery | Based on Commission staff interpretations given to other, unrelated issuers in other exchange offers, we believe that holders of the New Notes who are not |
• the holders acquire the New Notes in the exchange offer you are ineligible to participate in the exchange offer, or in other specified circumstances.
• the holders are not engaged in, do not intend to engage in, are not participating in, and have no arrangement or understanding with |
• the holders are not |
• the holders are not broker-dealers tendering Existing Notes acquired directly from us for their own accounts.
By tendering your Existing Notes, you are representing to us that you satisfy each of these conditions. See “—Procedures for Tendering Existing Notes.” If you do not satisfy any of these conditions, you cannot rely on the position of the Commission staff set forth in the no-action letters referred to below and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of your New Notes. We will not seek a Commission staff interpretation in connection with the exchange offer and cannot assure you that the Commission staff would make a similar interpretation with respect to the SEC’s no-action letters to other issuers in similar exchange offers. However, we cannot guarantee that the SEC would make a similar decision about this exchange offer. If our belief is wrong, or if you cannot truthfully make the necessary representations, and you transfer any new note received in this exchange offer without meeting the registration and prospectus delivery requirements of
Restrictions on Resales by Broker-Dealers | Under the Securities |
Expiration Date; Extension of Tender Period; Termination; and Amendment |
The exchange offer will expire at 5:00 p.m., New York City time, on , | ||
Conditions to the Exchange Offer | The Registration Rights Agreement does not require us to accept Existing Notes for exchange if (i) the exchange offer would violate any applicable law, regulation or interpretation by the staff of the Commission or (ii) any action or proceeding has been instituted or threatened in any court or by or before any governmental agency relating to the exchange offer which, in our judgment, could reasonably be expected to impair our ability to proceed with the exchange offer. The exchange offer is not conditioned on a minimum aggregate principal amount of Existing Notes being tendered by the holders of the Existing Notes. Please read the section of this prospectus entitled “The Exchange Offer—Conditions” for more information about the conditions to the exchange offer. | |
Procedures for Tendering Existing Notes | A holder who wishes to tender Existing Notes in the exchange offer must do either of the following prior to 5:00 p.m., New York City time, on the Expiration Date: • if the Existing Notes are tendered under the book-entry transfer procedures described under “The Exchange Offer—Book-Entry Transfers; Tender of Existing Notes Using DTC’s ATOP,” must transmit to the Exchange Agent (as defined in this prospectus) an agent’s message using The Depository Trust Company’s (“DTC”) Automated Tender Offer Program (“ATOP”); or • if the holder does not elect to transmit an agent’s message through DTC’s ATOP, the holder must properly complete, sign and date the letter of transmittal, including all other documents required by the letter of transmittal; have the signature on the letter of transmittal |
guaranteed if the letter of transmittal so requires; and mail or deliver the letter of transmittal and other required documents to the Exchange Agent at the address listed on the back cover page of this prospectus. In addition, prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive a timely confirmation of book-entry transfer of the Existing Notes into the Exchange Agent’s account at DTC under the procedures for book-entry transfers described in this prospectus, along with either an agent’s message transmitted through ATOP or a properly completed, signed and dated letter of transmittal, or manually signed facsimile thereof, together with any signature guarantees and other documents required by the instructions in the letter of transmittal, and any other required documentation. By tendering, you will represent to us that, among other things: • any New Notes to be received by you in the exchange offer will be acquired in the ordinary course of your business; • at the time of the commencement of the exchange offer, you are not participating, and have no arrangement or understanding with any person to participate, in a distribution (within the meaning of the Securities Act) of the New Notes in violation of the provisions of the Securities Act; • you are not an “affiliate” (as defined in Rule 405 under the Securities Act) of Nucor; • if you are not a broker-dealer, that you are not engaged in, and do not • if you are a broker-dealer that will receive New Notes for your own account in exchange for Existing Notes that were acquired as a result of market-making activities or other trading activities, then you will deliver, or, to the extent permitted by applicable law, make available to purchasers, a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. |
Do not send letters of | ||
Special Procedures for Beneficial Owners | If you own a beneficial interest in Existing Notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your interest in the Existing Notes in the exchange offer, you should contact the registered holder as soon as possible and instruct the registered holder to tender on your behalf and to comply with the procedures for tendering Existing Notes described in this prospectus and in the related letter of transmittal. | |
Guaranteed Delivery Procedures for Tendering Existing Notes | None. | |
Withdrawal | Your tender of Existing Notes pursuant to the exchange offer may |
not be rescinded. If after withdrawal you |
decide to tender your | ||
Delivery of New Notes | We will deliver New Notes by book-entry transfer promptly after the Expiration Date. If we do not accept any of your outstanding Existing Notes for exchange, the Exchange Agent will return them to you promptly after the expiration or termination of the | |
Fees and | We will bear expenses related to the exchange | |
Use of Proceeds | We will not receive any proceeds from the |
Material U.S. Federal Income Tax Consequences | An exchange of |
Exchange | D.F. King & Co., Inc. is serving as the exchange agent | |
Legal Requirements to Exchange Offer | There are no federal or state regulatory requirements that must be complied with in connection with the exchange offer, other than registration under the Securities Act of the New Notes. | |
Legal Limitation | We are not making an offer to sell, nor are we soliciting an offer to buy, securities in any jurisdiction in which the offer or sale is not permitted. | |
Further Information | Questions or requests for assistance related to the exchange offer and tender procedures and requests for additional copies of this prospectus and the related letter of transmittal should be directed to the Exchange Agent and the Information Agent. Any questions concerning the terms of the exchange |
Summary of the New Notes
The following is a brief summary of the principal terms of the New Notes. Certain of the terms and notconditions described below are subject to important limitations and exceptions. For a more complete description of the new notes. See “Description of Notes” for further information regarding the terms of the new notes. The new notes have substantiallyNew Notes, see “Description of the same financial terms and covenants as the old notes, which are as follows:
Issuer | Nucor Corporation |
Maturity Date | December 15, 2055 |
Interest Rate | 2.979% per annum | |
Interest Payment Dates | Interest on the |
Ranking | The |
Optional Redemption of the New Notes |
(i) 100% of the principal amount of the |
On or after June 15, 2055 (six months prior to the maturity date of the New Notes), the New Notes will be redeemable, in whole or in part, at any time or from time to time, at our option, at 100% of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest thereon, to, but excluding, the redemption date. See “Description of the New Notes—Optional Redemption.” | ||
Repurchase at the Option of the Holders Upon a Change of Control Triggering Event | If a Change of Control Triggering Event (as defined in “Description of the New Notes—Change of Control Offer to Purchase”) occurs, you will have the right to require us to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of your New Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, on such New Notes, to, but excluding, the purchase date (unless a notice of redemption has been delivered within 30 days after such Change of Control Triggering Event stating that all of the New Notes will be redeemed as described under “Description of the New Notes—Optional Redemption”). See “Description of the New Notes—Change of Control Offer to Purchase.” | |
Covenants | The Indenture contains covenants that, among other things, limit our ability and the ability of our Restricted Subsidiaries (as defined in “Description of the New Notes—Covenants Applicable to the New Notes”) to secure indebtedness with a security interest on |
Form and | The New Notes will be issued in fully registered book-entry form and in minimum denominations of |
Governing Law | The Indenture and the New Notes will be governed by and construed in accordance with the laws of | |
Trustee | U.S. Bank National Association | |
Absence of Established Market for the New Notes | The New Notes will be a new issue of securities for which there will not |
Risk Factors | You should carefully consider the information set forth in the section of this prospectus entitled “Risk Factors” as well as the other information included in or incorporated by reference into this prospectus before deciding whether to participate in the exchange offer. |
Participating in the exchange offer involves a high degree of risk. Before making a decision as to whether to participate in the exchange offer, you should read the section entitled “Risk Factors”, as well as other cautionary statements throughout this prospectus, to ensure you understandcarefully consider the risks associated with tendering your old notes in this exchange offerdiscussed below and receiving new notes.
For the Nine Months Ended | |||||||||||||||||||||||||||||
Year Ended December 31, | September 29, 2001 | September 28, 2002 | |||||||||||||||||||||||||||
1997 | 1998 | 1999 | 2000 | 2001 | |||||||||||||||||||||||||
(In thousands, except ratios and per ton amounts) | |||||||||||||||||||||||||||||
Income Statement Data(1): | |||||||||||||||||||||||||||||
Net sales | $ | 4,184,498 | $ | 4,151,232 | $ | 4,009,346 | $ | 4,586,146 | $ | 4,139,249 | $ | 3,159,680 | $ | 3,335,483 | |||||||||||||||
Costs, expenses and other: | |||||||||||||||||||||||||||||
Cost of products sold | 3,488,424 | 3,500,142 | 3,394,696 | 3,774,017 | 3,717,234 | 2,828,002 | 2,982,440 | ||||||||||||||||||||||
Marketing, administrative and other expenses | 145,410 | 147,973 | 154,773 | 183,176 | 138,560 | 121,795 | 126,154 | ||||||||||||||||||||||
Interest expense (income), net | (35 | ) | (3,832 | ) | (5,095 | ) | (816 | ) | 6,525 | 4,378 | 8,576 | ||||||||||||||||||
Minority interests | 90,517 | 91,641 | 85,783 | 151,461 | 103,069 | 72,510 | 66,224 | ||||||||||||||||||||||
Other income | — | — | — | — | — | — | (29,900 | )(2) | |||||||||||||||||||||
3,724,316 | 3,735,924 | 3,630,157 | 4,107,838 | 3,965,388 | 3,026,685 | 3,153,494 | |||||||||||||||||||||||
Earnings before federal income taxes | 460,182 | 415,308 | 379,189 | 478,308 | 173,861 | (3) | 132,995 | 181,989 | |||||||||||||||||||||
Federal income taxes | 165,700 | 151,600 | 134,600 | 167,400 | 60,900 | 46,500 | 62,800 | ||||||||||||||||||||||
Net earnings | $ | 294,482 | $ | 263,708 | $ | 244,589 | $ | 310,908 | $ | 112,961 | $ | 86,495 | $ | 119,189 | |||||||||||||||
Balance Sheet Data: | |||||||||||||||||||||||||||||
Cash and short-term investments | $ | 283,381 | $ | 308,696 | $ | 572,185 | $ | 490,576 | $ | 462,349 | $ | 471,141 | $ | 523,007 | |||||||||||||||
Total assets | $ | 2,984,383 | $ | 3,215,626 | $ | 3,718,928 | $ | 3,710,868 | $ | 3,759,348 | $ | 3,811,878 | $ | 4,020,489 | |||||||||||||||
Long-term debt due within one year | $ | 250 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
Long-term debt due after one year | $ | 167,950 | $ | 215,450 | $ | 390,450 | $ | 460,450 | $ | 460,450 | $ | 460,450 | $ | 544,550 | |||||||||||||||
Stockholders’ equity | $ | 1,876,426 | $ | 2,072,552 | $ | 2,262,248 | $ | 2,130,952 | $ | 2,201,460 | $ | 2,186,205 | $ | 2,292,841 | |||||||||||||||
Other Data: | |||||||||||||||||||||||||||||
Depreciation | $ | 218,764 | $ | 264,039 | $ | 256,637 | $ | 259,365 | $ | 289,063 | $ | 219,621 | $ | 228,186 | |||||||||||||||
Capital expenditures | $ | 306,749 | $ | 502,910 | $ | 374,718 | $ | 415,405 | $ | 261,146 | $ | 194,822 | $ | 141,767 | |||||||||||||||
Cash flows provided by operating activities | $ | 577,326 | $ | 641,899 | $ | 604,834 | $ | 820,755 | $ | 495,115 | $ | 413,597 | $ | 412,223 | |||||||||||||||
Cash flows used in investing activities | $ | (305,979 | ) | $ | (499,985 | ) | $ | (374,276 | ) | $ | (410,276 | ) | $ | (360,400 | ) | $ | (294,078 | ) | $ | (178,286 | ) | ||||||||
Cash flows provided by (used in) financing activities | $ | (92,367 | ) | $ | (116,599 | ) | $ | 32,930 | $ | (492,087 | ) | $ | (162,944 | ) | $ | (138,954 | ) | $ | (173,279 | ) | |||||||||
EBITDA (4) | $ | 702,838 | $ | 699,263 | $ | 644,177 | $ | 753,767 | $ | 474,957 | $ | 358,432 | $ | 416,924 | |||||||||||||||
EBITDA interest coverage (4)(5) | 76x | 70x | 31x | 34x | 22x | 21x | 28x | ||||||||||||||||||||||
Total debt to capital (6) | 7.2 | % | 8.4 | % | 13.4 | % | 15.9 | % | 15.6 | % | 15.8 | % | 17.9 | % | |||||||||||||||
Total debt to EBITDA (4)(7) | .2x | .3x | .6x | .6x | 1x | N/A | N/A | ||||||||||||||||||||||
Operating Data: | |||||||||||||||||||||||||||||
Tons sold to outside customers | 9,786 | 9,612 | 10,176 | 11,189 | 12,237 | 9,273 | 9,947 | ||||||||||||||||||||||
Composite sales price per ton (8) | $ | 428 | $ | 432 | $ | 394 | $ | 410 | $ | 338 | $ | 341 | $ | 335 |
For the Nine Months Ended | ||||||||||||||||||||||||||
Year Ended December 31, | September 29, 2001 | September 28, 2002 | ||||||||||||||||||||||||
1997 | 1998 | 1999 | 2000 | 2001 | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Earnings before federal income taxes | $ | 460,182 | $ | 415,308 | $ | 379,189 | $ | 478,308 | $ | 173,861 | $ | 132,995 | $ | 181,989 | ||||||||||||
Depreciation | 218,764 | 264,039 | 256,637 | �� | 259,365 | 289,063 | 219,621 | 228,186 | ||||||||||||||||||
Interest expense (income), net | (35 | ) | (3,832 | ) | (5,095 | ) | (816 | ) | 6,525 | 4,378 | 8,576 | |||||||||||||||
State income taxes (i) | 23,927 | 23,748 | 13,446 | 16,910 | 5,508 | 1,438 | (1,827 | ) | ||||||||||||||||||
EBITDA | $ | 702,838 | $ | 699,263 | $ | 644,177 | $ | 753,767 | $ | 474,957 | $ | 358,432 | $ | 416,924 | ||||||||||||
Risks Related to the Notes and the Exchange Offer
If you failFailure to properly exchange your old notes for new notes, you will continueExisting Notes may have adverse consequences to hold notes subject to transfer restrictions, and the liquidity of the trading market for any untendered old notes may be substantially limited.you.
If you do not exchange your old notesExisting Notes for new notesNew Notes in thisthe exchange offer, the old notes you holdyour Existing Notes will continue to be subject to the existingrestrictions on transfer restrictions. described in the legend on your Existing Notes. Because we anticipate that most holders of Existing Notes will elect to exchange their Existing Notes, we expect that the liquidity of the market for any Existing Notes remaining after the completion of the exchange offer will be substantially limited. This reduction in liquidity may, in turn, reduce the market price, and increase the price volatility, of the Existing Notes. There is a risk that an active trading market in the unexchanged Existing Notes will not exist, develop or be maintained and we cannot give you any assurances regarding the prices at which the unexchanged Existing Notes may trade in the future.
In general, the Existing Notes may not be offered or sold unless they are registered under the Securities Act. However, you may not offer or sell the old notes exceptyour Existing Notes under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to registerAfter the old notes under the Securities Act. If you continue to hold any old notes after this exchange offer is completed, you will not be entitled to any exchange or registration rights with respect to your Existing Notes, except in limited circumstances. The exchange offer is not conditioned on a minimum aggregate principal amount of Existing Notes being tendered by the holders of the Existing Notes.
The exchange offer will expire at 5:00 p.m., New York City time, onthe Expiration Date, unless extended at our option. Issuance of the New Notes in exchange for the Existing Notes pursuant to the exchange offer will be made following the prior satisfaction, or waiver, of the conditions set forth in “The Exchange Offer—Conditions” and only after timely receipt by the Exchange Agent of Existing Notes as set forth in “The Exchange Offer—Procedures for Tendering Existing Notes.” Therefore, holders of Existing Notes desiring to tender their Existing Notes in exchange for New Notes should allow sufficient time to ensure timely delivery of all required documentation, if applicable. Neither we, the Exchange Agent, nor any other person is under any duty to give notification of defects or irregularities with respect to the tenders of Existing Notes for exchange. Existing Notes that may have trouble selling them becausebe tendered in the exchange offer, but which are not validly tendered or are validly tendered and timely withdrawn will remain outstanding following the consummation of the exchange offer.
Certain participants in the exchange offer must deliver a prospectus in connection with resales of the New Notes.
Based on certain no-action letters issued by the staff of the Commission to other, unrelated issuers in other exchange offers, we believe that you may offer for resale, resell or otherwise transfer the New Notes without complying with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” you will remain obligated to comply with the
registration and prospectus delivery requirements of the Securities Act to transfer your New Notes. In these cases, if you transfer any New Notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without qualifying for an exemption from the registration requirements of the Securities Act, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, any Securities Act liability you may incur.
Risks Related to the New Notes
The New Notes will be structurally subordinated to all obligations of our subsidiaries.
The New Notes will not be guaranteed by our subsidiaries, and, therefore, they will be structurally subordinated to all existing and future indebtedness and liabilities of our subsidiaries. As of July 3, 2021, our subsidiaries had approximately $100.7 million aggregate principal amount of indebtedness, consisting of trade credit financing arrangements. Except as described under “Description of the New Notes—Covenants Applicable to the New Notes,” the Indenture does not limit any of our subsidiaries from incurring more indebtedness or issuing more securities and does not contain financial or similar restrictions on transfer.
Despite current indebtedness levels, we may still incur more debt. The incurrence of additional debt could further exacerbate the risks associated with our indebtedness.
Subject to certain limitations, the terms of the instruments governing our indebtedness and the indentures governing our debt securities permit, and the terms of the New Notes offered hereby will permit, us and our subsidiaries to incur additional debt. If new debt is added to our or any such subsidiary’s current debt levels, it may become more difficult for us to satisfy our obligations with respect to the New Notes and limit our ability to borrow additional amounts to fund working capital, capital expenditures and acquisitions and execute our growth strategy. We may also become more vulnerable to adverse changes in general economic and industry activity and in our business by limiting our flexibility in planning for, and making it more difficult for us to react quickly to, changing conditions. Further, in certain circumstances, we may not be able to refinance our debt on favorable terms, or at all.
The New Notes lack a developed trading market, and such a market may never develop. The trading price for the New Notes may be adversely affected by credit market conditions.
The New Notes will be a new issue of securities for which there will not initially be an established trading market. We do not intend to apply for the listing of the New Notes on any securities exchange offer.or for the quotation of the New Notes on any automated dealer quotation system. Consequently, we expectthere can be no assurance that an active trading market will develop for the liquidityNew Notes, nor any assurance regarding the ability of holders to sell their New Notes or the price at which such holders may be able to sell their New Notes. If a trading market were to develop, the New Notes could trade at prices that may be higher or lower than the initial offering price depending on many factors, including, among other things, prevailing interest rates, our financial results, any decline in our creditworthiness and the market for similar securities.
The trading market for the old notes after completion of this exchange offer mayNew Notes will be substantially limited.
Background and Reasons for the Exchange Offer
We issued the Existing Notes that are subject to the exchange offer in December 2020 in transactions that were exempt from, or not subject to, the registration requirements of the Securities Act. On December 7, 2020, simultaneously with the first issuance of the Existing Notes that are subject to the exchange offer, we entered into the Registration Rights Agreement with BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc., Siebert Williams Shank & Co., LLC, Fifth Third Securities, Inc., PNC Capital Markets LLC and MUFG Securities Americas Inc., under which we agreed to offer to exchange the Existing Notes for a new issue of notes with terms substantially identical in all material respects to the terms of the Existing Notes registered under the Securities Act.
In particular, under the Registration Rights Agreement, we agreed, for the benefit of the holders of the Existing Notes, at our cost, to use our commercially reasonable efforts:
to cause to be filed with the Commission, and to become effective, a registration statement with respect to the exchange offer for the Existing Notes;
to consummate the exchange offer within 365 days after the first issuance of the Existing Notes; and
if requested by one or more Participating Broker-Dealers (as defined below), to keep the exchange offer registration statement effective until 180 days after the last date of acceptance for exchange (each, an “Exchange Date”) of the Existing Notes for use by such Participating Broker-Dealers.
The exchange offer being conducted with this prospectus, if consummated within the required time period, will depend upon various factors, including:
Promptly after the registration statement of which this prospectus is a part has been declared effective by the Commission, we will offer the New Notes in exchange for surrender of the Existing Notes. We will keep the exchange offer open for a period of at least 20 business days (or longer if required by applicable law) from the date notice of the exchange offer is sent or made available to the holders of the Existing Notes. For each Existing Note validly tendered to us pursuant to the exchange offer and not withdrawn by the holder thereof prior to the Expiration Date, the holder of each Existing Note will receive a New Note having a |
Based on an interpretation of holdersthe Securities Act by the staff of old notes do not tender old notes or tender old notes improperly, only a limited amount of new notes would be outstanding afterthe Commission set forth in several no-action letters to other, unrelated issuers in other exchange offers, and subject to the immediately following sentence, we complete thisbelieve that the New Notes issued pursuant to the exchange offer which could adversely affect the development and viability of a market for the new notes.
Each holder of total consolidated debt and a percentage of long-term debtthe Existing Notes who wishes to total capital (which includes our long-term debt, minority interests and stockholders’ equity) of approximately 26%. That amount includes approximately $370 million aggregate principal amount of secured indebtedness under industrial revenue and similar bonds, including $86 million principal amount of industrial revenue bonds assumed by Nucor Steel Decatur, LLCexchange Existing Notes for New Notes in our Trico Steel acquisition. As of September 28, 2002, our subsidiaries had no indebtedness, other than that $86 million of assumed industrial revenue bond indebtedness. The notes will rank junior to any existing and future secured indebtedness incurred by us andthe exchange offer will be structurally subordinatedrequired to make certain representations, including that:
any future indebtedness incurredNew Notes to be received by and to somethe holder of Existing Notes in the exchange offer will be acquired in the ordinary course of the liabilitiesholder’s business;
at the time of our subsidiaries. The notes dothe commencement of the exchange offer, the holder is not limit ourparticipating, and has no arrangement or our subsidiaries’ abilityunderstanding with any person to incur unsecured debt. On October 4, 2002, we entered intoparticipate, in a new $425 million unsecured revolving credit facility, which replaced our old credit facilitiesdistribution (within the meaning of the Securities Act) of the New Notes in violation of the provisions of the Securities Act;
the holder is not an “affiliate” (as defined in Rule 405 under the Securities Act) of Nucor;
if the holder is not a broker-dealer, that provided for up to $248 millionit is not engaged in, revolving loans. We may incur additional debt in the future, including under that facility. Our debt could have several important effects on our future operations, including, among others:
if the holder is a broker-dealer (a “Participating Broker-Dealer”) that will receive New Notes for its own account in the notes, and the market price quotedexchange for the notes, may be adversely affected by changes in the overall market for debt securities and by changes in our financial performance or in the prospects for companies in our industry generally. As a result, you cannot be certainExisting Notes that an active trading market for the notes will develop or be sustained. If an active trading market for the notes fails to develop or to be sustained, you may not be able to sell your notes at a particular time or at favorable prices.
The Commission has taken the raw materials. If we are unableposition that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to obtain adequate and timely deliveries of our required raw materials, we may be unable to timely manufacture sufficient quantities of our products. This could cause us to lose sales, incur additional costs, delay new product introductions and suffer harm to our reputation.
If (i) for any reason the net proceeds of the offering of the old notes, along with working capital, to fund the Birmingham Steel acquisition.Our operations are capital intensive. For the five-year period ended December 31, 2001, our total capital expenditures were approximately $1.9 billion, and, including our Trico Steel acquisition, we plan capital expenditures of approximately $260 million in 2002. Our business also requires substantial expenditures for routine maintenance. Although we expect requirements for our business needs, including the funding of capital expenditures, debt service for financings and any contingencies to be financed by internally generated funds or from borrowings under our new $425 million unsecured revolving credit facility, we cannot assure you that this will be the case.
September 28, 2002 | ||||||||
Actual | Pro Forma As Adjusted | |||||||
(Unaudited) | ||||||||
Cash and short-term investments | $ | 523,007,447 | $ | 870,007,447 | ||||
Long-term debt (including current maturities): | ||||||||
Revolving credit facilities (1) | — | — | ||||||
Industrial revenue bonds, fixed rate, 5.75% to 8.00%, due from 2003 to 2023 (2) | $ | 77,250,000 | $ | 77,250,000 | ||||
Industrial revenue bonds, 1.73% to 2.475%, variable, due from 2014 to 2033 | 292,300,000 | 292,300,000 | ||||||
Notes, 6%, due in 2009 | 175,000,000 | 175,000,000 | ||||||
Notes, 4.875%, due in 2012 (3) | — | 350,000,000 | ||||||
Total indebtedness | 544,550,000 | 894,550,000 | ||||||
Minority interests (4) | 206,537,710 | 206,537,710 | ||||||
Stockholders’ equity: | ||||||||
Common stock | 36,269,946 | 36,269,946 | ||||||
Additional paid-in capital | 97,382,265 | 97,382,265 | ||||||
Retained earnings | 2,613,544,755 | 2,613,544,755 | ||||||
Treasury stock | (454,355,795 | ) | (454,355,795 | ) | ||||
2,292,841,171 | 2,292,841,171 | |||||||
Total capital | $ | 3,043,928,881 | $ | 3,393,928,881 | ||||
Percentage of indebtedness to total capital | 17.9 | % | 26.4 | % | ||||
Years Ended December 31, | Nine Months Ended September 28, 2002 | |||||||||||||||||||||||
1997 | 1998 | 1999 | 2000 | 2001 | ||||||||||||||||||||
(In thousands, except ratios) | ||||||||||||||||||||||||
Earnings, as defined above: | ||||||||||||||||||||||||
Earnings before federal income taxes | $ | 460,182 | $ | 415,309 | $ | 379,189 | $ | 478,308 | $ | 173,861 | $ | 181,989 | ||||||||||||
Plus: state income taxes (i) | 23,927 | 23,748 | 13,446 | 16,910 | 5,508 | (1,827 | ) | |||||||||||||||||
Plus: minority interests (ii) | 90,517 | 91,641 | 85,783 | 151,461 | 103,069 | 66,224 | ||||||||||||||||||
Plus: losses from equity investments | — | — | — | 235 | 740 | 2,573 | ||||||||||||||||||
Plus: fixed charges (interest expense) | 9,282 | 10,863 | 20,516 | 22,449 | 22,002 | 14,712 | ||||||||||||||||||
Less: minority interests in subsidiaries that have not incurred fixed charges (ii) | (90,517 | ) | (91,641 | ) | (85,783 | ) | (151,461 | ) | (103,069 | ) | (66,224 | ) | ||||||||||||
$ | 493,391 | $ | 449,920 | $ | 413,151 | $ | 517,902 | $ | 202,111 | $ | 197,447 | |||||||||||||
Fixed charges, as defined above: | ||||||||||||||||||||||||
Interest expense | $ | 9,282 | $ | 10,863 | $ | 20,516 | $ | 22,449 | $ | 22,002 | $ | 14,712 | ||||||||||||
Ratio of earnings to fixed charges | 53.16 | % | 41.42 | % | 20.14 | % | 23.07 | % | 9.19 | % | 13.42 | % | ||||||||||||
Year Ended December 31, | For the Nine Months Ended | |||||||||||||||||||||||||||
1997 | 1998 | 1999 | 2000 | 2001 | September 29, 2001 | September 28, 2002 | ||||||||||||||||||||||
(In thousands, except per share amounts, ratios and per ton amounts) | ||||||||||||||||||||||||||||
Income Statement Data(1): | ||||||||||||||||||||||||||||
Net sales | $ | 4,184,498 | $ | 4,151,232 | $ | 4,009,346 | $ | 4,586,146 | $ | 4,139,249 | $ | 3,159,680 | $ | 3,335,483 | ||||||||||||||
Costs, expenses and other: | ||||||||||||||||||||||||||||
Cost of products sold | 3,488,424 | 3,500,142 | 3,394,696 | 3,774,017 | 3,717,234 | 2,828,002 | 2,982,440 | |||||||||||||||||||||
Marketing, administrative and other expenses | 145,410 | 147,973 | 154,773 | 183,176 | 138,560 | 121,795 | 126,154 | |||||||||||||||||||||
Interest expense (income), net | (35 | ) | (3,832 | ) | (5,095 | ) | (816 | ) | 6,525 | 4,378 | 8,576 | |||||||||||||||||
Minority interests | 90,517 | 91,641 | 85,783 | 151,461 | 103,069 | 72,510 | 66,224 | |||||||||||||||||||||
Other income | — | — | — | — | — | — | (29,900 | )(2) | ||||||||||||||||||||
3,724,316 | 3,735,924 | 3,630,157 | 4,107,838 | 3,965,388 | 3,026,685 | 3,153,494 | ||||||||||||||||||||||
Earnings before federal income taxes | 460,182 | 415,308 | 379,189 | 478,308 | 173,861 | (3) | 132,995 | 181,989 | ||||||||||||||||||||
Federal income taxes | 165,700 | 151,600 | 134,600 | 167,400 | 60,900 | 46,500 | 62,800 | |||||||||||||||||||||
Net earnings | $ | 294,482 | $ | 263,708 | $ | 244,589 | $ | 310,908 | $ | 112,961 | $ | 86,495 | $ | 119,189 | ||||||||||||||
Net earnings per share: | ||||||||||||||||||||||||||||
Basic | $ | 3.35 | $ | 3.00 | $ | 2.80 | $ | 3.80 | $ | 1.45 | $ | 1.11 | $ | 1.53 | ||||||||||||||
Diluted | 3.35 | 3.00 | 2.80 | 3.80 | 1.45 | 1.11 | 1.52 | |||||||||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||||||||||
Cash and short-term investments | $ | 283,381 | $ | 308,696 | $ | 572,185 | $ | 490,576 | $ | 462,349 | $ | 471,141 | $ | 523,007 | ||||||||||||||
Total assets | $ | 2,984,383 | $ | 3,215,626 | $ | 3,718,928 | $ | 3,710,868 | $ | 3,759,348 | $ | 3,811,878 | $ | 4,020,489 | ||||||||||||||
Long-term debt due within one year | $ | 250 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
Long-term debt due after one year | $ | 167,950 | $ | 215,450 | $ | 390,450 | $ | 460,450 | $ | 460,450 | $ | 460,450 | $ | 544,550 | ||||||||||||||
Stockholders’ equity | $ | 1,876,426 | $ | 2,072,552 | $ | 2,262,248 | $ | 2,130,952 | $ | 2,201,460 | $ | 2,186,205 | $ | 2,292,841 | ||||||||||||||
Other Data: | ||||||||||||||||||||||||||||
Depreciation | $ | 218,764 | $ | 264,039 | $ | 256,637 | $ | 259,365 | $ | 289,063 | $ | 219,621 | $ | 228,186 | ||||||||||||||
Capital expenditures | $ | 306,749 | $ | 502,910 | $ | 374,718 | $ | 415,405 | $ | 261,146 | $ | 194,822 | $ | 141,767 | ||||||||||||||
Dividends declared per share | $ | .40 | $ | .48 | $ | .52 | $ | .60 | $ | .68 | $ | .51 | $ | .57 | ||||||||||||||
Cash flows provided by operating activities | $ | 577,326 | $ | 641,899 | $ | 604,834 | $ | 820,755 | $ | 495,115 | $ | 413,597 | $ | 412,223 | ||||||||||||||
Cash flows used in investing activities | $ | (305,979 | ) | $ | (499,985 | ) | $ | (374,276 | ) | $ | (410,276 | ) | $ | (360,400 | ) | $ | (294,078 | ) | $ | (178,286 | ) | |||||||
Cash flows provided by (used in) financing activities | $ | (92,367 | ) | $ | (116,599 | ) | $ | 32,930 | $ | (492,087 | ) | $ | (162,944 | ) | $ | (138,954 | ) | $ | (173,279 | ) | ||||||||
EBITDA (4) | $ | 702,838 | $ | 699,263 | $ | 644,177 | $ | 753,767 | $ | 474,957 | $ | 358,432 | $ | 416,924 | ||||||||||||||
EBITDA interest coverage (4)(5) | 76x | 70x | 31x | 34x | 22x | 21x | 28x | |||||||||||||||||||||
Total debt to capital (6) | 7.2 | % | 8.4 | % | 13.4 | % | 15.9 | % | 15.6 | % | 15.8 | % | 17.9 | % | ||||||||||||||
Total debt to EBITDA (4)(7) | .2x | .3x | .6x | .6x | 1x | N/A | N/A | |||||||||||||||||||||
Operating Data: | ||||||||||||||||||||||||||||
Tons sold to outside customers | 9,786 | 9,612 | 10,176 | 11,189 | 12,237 | 9,273 | 9,947 | |||||||||||||||||||||
Composite sales price per ton (8) | $ | 428 | $ | 432 | $ | 394 | $ | 410 | $ | 338 | $ | 341 | $ | 335 |
Year Ended December 31, | For the Nine Months Ended | |||||||||||||||||||||||||
1997 | 1998 | 1999 | 2000 | 2001 | September 29, 2001 | September 28, 2002 | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Earnings before federal income taxes | $ | 460,182 | $ | 415,308 | $ | 379,189 | $ | 478,308 | $ | 173,861 | $ | 132,995 | $ | 181,989 | ||||||||||||
Depreciation | 218,764 | 264,039 | 256,637 | 259,365 | 289,063 | 219,621 | 228,186 | |||||||||||||||||||
Interest expense (income), net | (35 | ) | (3,832 | ) | (5,095 | ) | (816 | ) | 6,525 | 4,378 | 8,576 | |||||||||||||||
State income taxes (i) | 23,927 | 23,748 | 13,446 | 16,910 | 5,508 | 1,438 | (1,827 | ) | ||||||||||||||||||
EBITDA | $ | 702,838 | $ | 699,263 | $ | 644,177 | $ | 753,767 | $ | 474,957 | $ | 358,432 | $ | 416,924 | ||||||||||||
Payments Due By Period | |||||||||||||||
Contractual Obligations | Total | Less than 1 year | 1-3 years | 4-5 years | After 5 years | ||||||||||
Long-term debt (1) | $ | 894,550,000 | $ | 16,000,000 | — | $ | 1,250,000 | $ | 877,300,000 | ||||||
Operating leases | 4,072,516 | 1,057,156 | 2,123,035 | 892,325 | — | ||||||||||
Unconditional purchase obligations (2) | 48,249,888 | 48,249,888 | — | — | — | ||||||||||
Other long-term obligations (3) | 50,847,000 | 31,364,000 | 19,483,000 | — | — | ||||||||||
Total contractual cash obligations | $ | 997,719,404 | $ | 96,671,044 | $ | 21,606,035 | $ | 2,142,325 | $ | 877,300,000 | |||||
Amount of Commitment Expiration Per Period | |||||||||||||||
Other Commercial Commitments | Total Amounts Committed | Less than 1 year | 1-3 years | 4-5 years | After 5 years | ||||||||||
Guarantees (4) | $ | 3,500,000 | $ | 3,500,000 | — | — | — | ||||||||
Common Stock Beneficially Owned as of October 31, 2002 | |||||||||||
Sole Voting and Investment Power | Shared Voting and Investment Power | Shares Subject to Options | Number of Shares | Percent Owned | |||||||
Beneficial Owner | |||||||||||
State Farm Mutual Automobile Insurance Company (1) | 7,103,634 | — | — | 7,103,634 | 9.09 | % | |||||
Peter C. Browning | 1,455 | — | 2,423 | 3,878 | — | ||||||
Clayton C. Daley, Jr. | 500 | — | 757 | 1,257 | — | ||||||
Daniel R. DiMicco | 26,116 | — | 31,803 | 57,919 | 0.07 | % | |||||
Harvey B. Gantt | 800 | — | 1,615 | 2,415 | — | ||||||
Victoria F. Haynes | 767 | — | 1,615 | 2,382 | — | ||||||
James D. Hlavacek | 1,100 | 200 | 1,615 | 2,915 | — | ||||||
Terry S. Lisenby | 19,596 | — | 14,854 | 34,450 | 0.04 | % | |||||
Hamilton Lott, Jr. | 19,352 | — | 23,776 | 43,128 | 0.06 | % | |||||
Raymond J. Milchovich | — | — | — | — | — | ||||||
D. Michael Parrish | 24,233 | — | 24,568 | 48,801 | 0.06 | % | |||||
Joseph A. Rutkowski | 21,598 | 170 | 21,803 | 43,571 | 0.06 | % | |||||
All directors and senior officers as a group (31 persons) | 431,379 | 20,945 | 411,481 | 863,805 | 1.10% |
September 28, 2002 | ||||||
Actual | Pro forma as adjusted | |||||
Long-term debt (including current maturities): | ||||||
Industrial revenue bonds, 1.73% to 2.475%, variable, due from 2014 to 2033 | $ | 292,300,000 | $ | 292,300,000 | ||
Industrial revenue bonds, 5.75% to 8%, fixed, due from 2003 to 2023 (1) | 77,250,000 | 77,250,000 | ||||
Notes, 6%, due in 2009 | 175,000,000 | 175,000,000 | ||||
Notes, 4.875%, due in 2012 (2) | — | 350,000,000 | ||||
Revolving credit facilities (3) | — | — | ||||
Total indebtedness | $ | 544,550,000 | $ | 894,550,000 | ||
Year | Aggregate principal amount of variable rate industrial revenue bonds maturing | Aggregate principal amount of fixed rate industrial revenue bonds maturing | Total aggregate principal amount of industrial revenue bonds maturing | ||||||
2003 | — | $ | 16,000,000 | $ | 16,000,000 | ||||
2004 | — | — | — | ||||||
2005 | — | — | — | ||||||
2006 | — | 1,250,000 | 1,250,000 | ||||||
2007 | — | — | — | ||||||
2008 | — | — | — | ||||||
2009 | — | 5,400,000 | 5,400,00 | ||||||
2010 | — | — | — | ||||||
2011 | — | — | — | ||||||
2012 | — | — | — | ||||||
2013 | — | — | — | ||||||
2014 | $ | 3,300,000 | — | 3,300,000 | |||||
2015 | — | — | — | ||||||
2016 | — | — | — | ||||||
2017 | — | 3,000,000 | 3,000,000 | ||||||
2018 | — | — | — | ||||||
2019 | — | — | — | ||||||
2020 | — | — | — | ||||||
2021 | — | 34,400,000 | 34,400,000 | ||||||
2022 | — | 1,000,000 | 1,000,000 | ||||||
2023 | — | 16,200,000 | 16,200,000 | ||||||
2024 | — | — | — | ||||||
2025 | — | — | — | ||||||
2026 | 46,500,000 | — | 46,500,000 | ||||||
2027 | 61,000,000 | — | 61,000,000 | ||||||
2028 | 46,500,000 | — | 46,500,000 | ||||||
2029 | 25,000,000 | — | 25,000,000 | ||||||
2030 | 15,000,000 | — | 15,000,000 | ||||||
2031 | 25,000,000 | — | 25,000,000 | ||||||
2032 | — | — | — | ||||||
2033 | 70,000,000 | — | 70,000,000 | ||||||
Total | $ | 292,300,000 | $ | 77,250,000 | $ | 369,550,000 | |||
We will, in the event that a shelf registration statement is filed, among other things, provide to each holder for whom thewhose Existing Notes are registered under such shelf registration statement was filed copies of the prospectus whichthat is a part of thesuch shelf registration statement, notify each of those holderssuch holder and its counsel when, theamong other things, such shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the notes.Existing Notes. A holder selling notesthat sells Existing Notes pursuant to thea shelf registration statement generally wouldfor the Existing Notes will be (i) required to make certain representations to us (as described more fully in the Registration Rights Agreement), (ii) required to be named as a selling security holder of the Existing Notes in the related prospectus
and to deliver a prospectus to purchasers, will be(iii) subject to somecertain of the civil liability provisions under the Securities Act in connection with thosesuch sales and will be(iv) bound by the provisions of the registration rights agreement whichRegistration Rights Agreement that are applicable to thatsuch a holder (including certain indemnification obligations).
The form and terms of the New Notes are substantially identical in all material respects to the form and terms of the Existing Notes. The New Notes will be registered under the Securities Act. The Existing Notes are not registered under the Securities Act. As a result, the New Notes issued in the exchange offer will not bear legends restricting their transfer and will not contain the registration rights and provisions for the payment of additional interest contained in the Existing Notes. Upon the completion of the exchange offer, you will not be entitled to any payment of additional interest on your Existing Notes or any further registration rights under the Registration Rights Agreement except in limited circumstances. The exchange offer is not extended to holders of Existing Notes in any jurisdiction where the exchange offer does not comply with the applicable securities or blue sky laws of that jurisdiction.
In this section entitled “The Exchange Offer,” the term “holder” means any person whose Existing Notes are held of record by DTC or its nominee and who wants to deliver these Existing Notes by book-entry transfer at DTC.
Terms of the Exchange
We are offering to exchange up to $439,312,000 aggregate principal amount of our 2.979% Notes due 2055 that have been registered under the Securities Act for a like principal amount of our outstanding 2.979% Notes due 2055 that have not been registered under the Securities Act.
Upon the terms and subject to the conditions set forth in this prospectus and in the related letter of this exchange offer,transmittal, we will accept anyall Existing Notes validly tendered and all old notes validly tenderednot withdrawn prior to 5:00 p.m., New York City time, on the expiration date. The date of acceptance for exchange of the old notes, and completion of the exchange offer, is the exchange date, which will be the first business day following the expiration date (unlessExpiration Date, unless extended as described in this document).at our option. We will issue on or promptly after the exchange date, an aggregate$1,000 principal amount of up to $350 million of 4.875% notes due 2012New Notes in exchange for a likeeach $1,000 principal amount of old notes tendered and acceptedoutstanding Existing Notes we accept in connection with thisthe exchange offer. The new notes issued in connection with this exchange offer will be delivered on the earliest practicable date following the exchange date. HoldersYou may tender some or all of their old notes in connection with thisyour Existing Notes under the exchange offer but only in $1,000 incrementsat your option. The exchange offer is not conditioned on a minimum aggregate principal amount of principal amount.Existing Notes being tendered by the holders of the Existing Notes.
The form and terms of the new notesNew Notes are substantially identical in all material respects to the form and terms of the old notes,Existing Notes, except that that:
the new notes have beenNew Notes will be registered under the Securities Act and, are issued generally free from anythus, will not be subject to restrictions on transfer restrictions or any covenant regarding registration. The new notesbear legends restricting their transfer; and
the New Notes will not contain registration rights provisions and will not provide for the payment of additional interest for failure to comply with the Registration Rights Agreement.
After the completion of the exchange offer, if at all, the New Notes will evidence the same series of debt securities as the old notesExisting Notes and will be issued under, the same indenture and be entitled to the same benefits under that indenture as the old notes being exchanged. As of, the Indenture. Interest on the New Notes will accrue from the date interest on the Existing Notes was most recently paid. Accordingly, registered holders of this prospectus, $350 million in aggregate principal amountNew Notes on the record date for the first interest payment date following the completion of the old 4.875% notes due 2012 is outstanding.
We will be considereddeemed to have accepted validly tendered old notesExisting Notes for exchange when, as and if and when we have given written notice of our acceptance to the exchange agent.Exchange Agent. The exchange agentExchange Agent will act as agent for the tendering holders for the purposespurpose of receiving the new notesNew Notes from us.
Minimum Authorized Denominations
Existing Notes can be tendered only in principal amounts equal to the minimum authorized denomination of $2,000 and integral multiples of $1,000 in excess thereof. New Notes will be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Expiration Date; Amendments
The exchange offer will expire at 5:00 p.m., New York City time, onthe Expiration Date, unless extended at our option, in which case the term “Expiration Date” will mean the latest date to which the exchange offer is extended. If we determine to extend the exchange offer, we will notify the Exchange Agent of any extension and give each registered holder notice of the extension by means of a press release or other public announcement, which notice shall include the approximate number of Existing Notes tendered to date, before 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.
We reserve the right, in our sole discretion, to extend the exchange offer or to amend or terminate the exchange offer if any of the conditions described below under “—Conditions” have not been satisfied or waived by giving notice to the Exchange Agent of the extension, amendment or termination. Further, we reserve the right, in our sole discretion, to amend the terms of the exchange offer in any manner. We will, as promptly as possible afterpracticable, give written notice of any extension, amendment or termination of the expiration date.exchange offer to the holders of the Existing Notes.
The minimum period during which the exchange offer will remain open following material changes in the terms of the exchange offer or in the information concerning the exchange offer will depend upon the facts and circumstances of such changes, including the relative materiality of the changes.
Without limiting the manner in which we may choose to make a public announcement of any extension, amendment or termination of the exchange offer, we will not be requiredobligated to pay brokerage commissionspublish, advertise or fees or,otherwise communicate any announcement, other than by making a timely release to an appropriate news agency.
Procedures for Tendering Existing Notes
The tender by a holder of Existing Notes, as set forth below, and our acceptance of the Existing Notes will constitute a binding agreement between us and the holder in accordance with the terms and subject to the instructionsconditions set forth in this prospectus and in the related letter of transmittal, transfer taxes ontransmittal. A holder who wishes to tender Existing Notes in the exchange offer must do either of old notes in connection with this exchange offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with this exchange offer. See “—Fees and Expenses” below.
if the Existing Notes are tendered under the book-entry transfer procedures described below under “—Book-Entry Transfers; Tender of Existing Notes Using DTC’s ATOP,” transmit to the Exchange Agent an agent’s message using DTC’s ATOP; or
if the holder does not elect to transmit an agent’s message through DTC’s ATOP, the holder must properly complete, sign and date the letter of transmittal, including all other documents required by the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver the letter of transmittal and other required documents to the Exchange Agent at the address listed on the back cover page of this prospectus.
In addition, prior to 5:00 p.m., 2003,New York City time, on the Expiration Date, the Exchange Agent must receive a timely confirmation of book-entry transfer of the Existing Notes into the Exchange Agent’s account at DTC under the procedures for book-entry transfers described below, along with either an agent’s message transmitted through ATOP or a properly completed, signed and dated letter of transmittal, or manually signed facsimile thereof, together with any signature guarantees and other documents required by the instructions in the letter of transmittal, and any other required documentation.
The term “agent’s message” means a message, transmitted by DTC and received by the Exchange Agent and forming part of the confirmation of a book-entry transfer, which states the aggregate principal amount of Existing Notes that have been tendered by such participant pursuant to the exchange offer, that DTC has received an express acknowledgment from a participant in DTC tendering Existing Notes, that such participant has received the letter of transmittal and agrees to be bound by the terms of the letter of transmittal, and that Nucor may enforce such agreement against the participant. Delivery of an agent’s message will also constitute an acknowledgment from the tendering DTC participant that the representations, warranties and agreements set forth in the letter of transmittal are true and correct.
Only a registered holder of the Existing Notes may tender the Existing Notes in the exchange offer. Delivery of Existing Notes will be deemed made, and the risk of loss of the Existing Notes will pass to the Exchange Agent, only when the agent’s message is actually received by the Exchange Agent. The method of delivery of the letter of transmittal and all other required documents to the Exchange Agent is at the holder’s election and risk. Rather than mail any of these items, Nucor recommends that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the Exchange Agent by the Expiration Date. Holders should not send the letter of transmittal to us, the Trustee or DTC.
If a letter of transmittal is completed, signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an “Eligible Guarantor Institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless extended the Existing Notes surrendered for exchange are tendered:
by a registered holder (or a participant in DTC whose name appears on a security position report listing as the holder of Existing Notes) who has not completed the box labeled “Special Issuance and Payment Instructions” or “Special Delivery Instructions” in the letter of transmittal; or
for the account of an Eligible Guarantor Institution.
If the letter of transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless we waive this requirement, they should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.
Any beneficial owner of Existing Notes who is not a holder of such Existing Notes must arrange with the person who is the holder or such holder’s assignee or nominee to execute and deliver the letter of transmittal on behalf of such beneficial owner. Each of the foregoing may take considerable time. We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of Existing Notes tendered for exchange. Our determination will be final and binding on all parties. We reserve the absolute right to decline to accept any and all tenders of Existing Notes not validly tendered or any Existing Notes our acceptance for exchange of which may, in whichthe opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities or conditions of tenders as to any particular Existing Notes, whether or not similar defects, irregularities or conditions are waived in the case of other tendered Existing Notes. Our interpretation of the term “expiration date” forterms and conditions of the exchange offer, shall meanincluding the latest dateinstructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Existing Notes must be cured within the time period we determine. Neither we, the Exchange Agent nor any other person has any duty to whichgive notification of defects or irregularities with respect to tenders of Existing Notes. In addition, neither we, the Exchange Agent nor any other person will incur any liability for failure to give you notification of defects or irregularities with respect to tenders of your Existing Notes.
By tendering, you will represent to us that, among other things:
any New Notes to be received by you in the exchange offer is extended.
at the time of the commencement of the |
you are not an “affiliate” (as defined in Rule 405 under the Securities Act) of Nucor;
if you are not a broker-dealer, that we consider material, weyou are not engaged in, and do not intend to engage in, a distribution of the New Notes; and
if you are a Participating Broker-Dealer that will disclosereceive New Notes for your own account in exchange for Existing Notes that were acquired as a result of market-making activities or other trading activities, then you will deliver, or, to the amendmentextent permitted by means ofapplicable law, make available to purchasers, a prospectus supplement, and we will extend thismeeting the requirements of the Securities Act in connection with any resale of such New Notes.
If you or the person receiving your New Notes is an “affiliate” (as defined in Rule 405 under the Securities Act) of Nucor, or intends to participate in the exchange offer for a periodthe purpose of fivedistributing the New Notes, then you or the person receiving your New Notes (i) will not be able to ten business days.
Acceptance of Existing Notes for Exchange; Delivery of New Notes
For purposes of the exchange offer, we will do so by makingbe deemed to have accepted validly tendered Existing Notes for exchange when, as and if we have given notice of our acceptance to the Exchange Agent. For each Existing Note accepted for exchange, you will receive, promptly after the Expiration Date, a timely press releaseNew Note having a principal amount equal to that of the surrendered Existing Note.
Guaranteed Delivery Procedures for Tendering Existing Notes
No guaranteed delivery procedures are being offered in connection with the exchange offer. Any holder must effect valid tenders of its Existing Notes at or other public announcement.
All of the NewExisting Notes
If you desire to tender Existing Notes held in book-entry form with DTC, the Exchange Agent must receive, by the Expiration Date:
a confirmation of book-entry transfer of your Existing Notes into the Exchange Agent’s account at DTC, and either:
a properly completed, signed and dated letter of transmittal, or manually signed facsimile thereof, together with any signature guarantees and other documents required by the instructions in the letter of transmittal; or
an agent’s message transmitted through ATOP; and
any other required documentation.
DTC participants may electronically transmit their acceptance of the exchange offer by complying with DTC’s ATOP procedures. If a DTC participant participates in the exchange offer using ATOP, and also causes the transfer of book-entry Existing Notes to the Exchange Agent’s account as described above, DTC is expected to send a book-entry confirmation, including an agent’s message, to the Exchange Agent. If you use ATOP procedures to tender Existing Notes, you will not be required to deliver a letter of transmittal to the Exchange Agent, but you will be payable semiannuallybound by its terms just as if you had signed it and be deemed to have made all the representations, warranties and agreements therein.
Withdrawal of Tenders
Tenders of Existing Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. To withdraw a tender of Existing Notes in arrearsconnection with the exchange offer, a written notice of withdrawal must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on April 1the Expiration Date. Any such notice of withdrawal must:
specify the name of the person who deposited the Existing Notes to be withdrawn;
identify the Existing Notes to be withdrawn (including the certificate number(s), if any, and October 1, commencingprincipal amount of such Existing Notes);
be signed by the depositor in the same manner as the original signature on April 1, 2003. Holders whose old notesthe letter of transmittal by which such Existing Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee register the transfer of such Existing Notes into the name of the person withdrawing the tender; and
specify the name in which any such Existing Notes are to be registered, if different from that of the depositor.
If Existing Notes have been tendered pursuant to the procedures for book-entry transfer, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Existing Notes or otherwise comply with DTC’s procedures.
We will determine in our sole discretion all questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices and our determination will be final and binding on all parties. Any Existing Notes so withdrawn will be considered not to have been validly tendered for purposes of the exchange offer, and no New Notes will be issued unless the Existing Notes withdrawn are validly re-tendered. Any Existing Notes which have been tendered but which are withdrawn or which are not accepted for exchange will be deemedreturned to have waived the rightholder without cost to receivesuch holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Existing Notes may be re-tendered by following one of the procedures described above under “—Procedures for Tendering Existing Notes” at any interest accrued ontime prior to the old notes.
Conditions to this Exchange Offer
Notwithstanding any other term of thisthe exchange offer, we will not be required to accept Existing Notes for exchange any old notes and may terminate thisif:
the exchange offer as provided in this prospectus beforewould violate any applicable law, regulation or interpretation by the acceptancestaff of the old notes, if:SEC; or
any action or proceeding has been instituted or threatened in any court or by or before any governmental agency relating to the exchange offer which, in our judgment, could reasonably be expected to impair our ability to proceed with the exchange offer.
The conditions listed above are for our sole benefit and we may be asserted by usassert them regardless of the circumstances giving rise to any of these conditions,condition, subject to applicable law. We may waive these conditions in our sole discretion in whole or in part at any time and from time to time.time prior to the expiration of the exchange offer. If we waive a condition, we may be required, in order to comply with applicable securities laws, to extend the expiration dateExpiration Date of the exchange offer. The failure by usIf we fail at any time to exercise any of the above rights, shallthe failure will not be considereddeemed a waiver of thesethose rights, and thesethose rights shallwill be considereddeemed ongoing rights thatwhich may be asserted at any time and from time to time.
Exchange Agent and Information Agent
D.F. King & Co., Inc. has been appointed as the Trust Indenture Act.
Delivery of New York, Corporate Trust Operations, Reorganization Unit, 101 Barclay Street -7 East, New York, N. Y. 10286, Attention: Kin Lau. The exchange agent’s telephone number is (212) 815-3750 andthe letter of transmittal to an address other than that of the Exchange Agent above or transmission via facsimile number is (212) 298-1915.other than as listed on the back cover page of this prospectus will not constitute a valid delivery of the letter of transmittal. Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.
Fees and Expenses
We will bear the expenses of the exchange offer. We will not make any paymentpayments to brokers, dealers or others soliciting acceptances of thisthe exchange offer. WeThe principal solicitation is being made by electronic communications; however, additional solicitations may be made by e-mail, mail, facsimile transmission, telephone or in person by the Information Agent or by our officers and other employees. You will pay some other expenses tonot be incurred in connection with this exchange offer, including the fees and expenses ofcharged a service fee for the exchange agent as well as accounting and legal fees.
Transfer Taxes
You will not be obligated to pay transfer taxes. If, however:
Consequences of Failure to Exchange Existing Notes
If you are eligible to participate in the exchange offer but do not tender your Existing Notes, you will no longer be able to require us to register the Existing Notes under the Securities Act, except in limited circumstances provided in the Registration Rights Agreement, or be entitled to receive any other persons,payments of additional interest under the Registration Rights Agreement. Your Existing Notes will continue to be payable bysubject to restrictions on transfer. Accordingly, you may resell the tendering holder. If satisfactory evidence of payment of these taxes orExisting Notes that are not exchanged only if registered pursuant to the Securities Act, if any exemption from themregistration is available, or if such registration is not submitted withrequired by law. We do not intend to register the letter of transmittal,Existing Notes under the amount of these transfer taxes will be billed directly to the tendering holder.
Accounting Treatment
The new notesNew Notes will be recorded at the same carrying value as the old notes as reflected in our accounting records on the date of the exchange.Existing Notes. Accordingly, we will not recognize any gain or loss on the exchange for accounting purposes uponpurposes.
Regulatory Approvals
We do not believe that the completionreceipt of thisany material federal or state regulatory approval will be necessary in connection with the exchange offer.offer, other than the declaration of the effectiveness of the exchange offer registration statement under the Securities Act by the Commission.
The exchange offer is intended to satisfy our obligations under the Registration Rights Agreement. We will not receive any proceeds from the issuance of Failing to Properly Tender Oldthe New Notes in the Exchange Offer
The 2.979% Notes due 2055 (“New Notes”) that are not tendered or that are tendered but not accepted by us will, following completion of this exchange offer, continue to be subject to the existing restrictions upon transferhave been registered under the Securities Act and, upon completion of this exchange offer, certain registration rights under the exchange and registration rights agreement1933, as amended (the “Securities Act”), will terminate.
The following description is only a summary of the new notes will be identical in all material respects to the form and terms of the old notes, except that:
The new notesterms of the New Notes are substantially identical in all material respects to the terms of the Existing Notes, except that the New Notes are registered under the Securities Act, and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Existing Notes do not apply to the New Notes.
General
The New Notes will represent a series of debt securities to be issued under the indenture and will be governed by all of the applicable terms and covenants contained in the indenture.Indenture. The indentureIndenture does not limit the aggregate principal amount of debt securities (referred to as the “debt securities”) which may be issued thereunder.
After issuance of the new notes,New Notes, we may reopen this series of notes and issue additional notes from the same series of notes issued in connection with this exchange offer by board resolution without your consent and without notifying you. Any such additional notesNew Notes will have the same ranking, interest rate, maturity date, redemption rights and other terms as the New Notes (except the public offering price, date of issuance and, if applicable, series of notes issuedthe initial interest payment date) offered pursuant to this prospectus. Any such additional notes,New Notes, together with the applicable seriesExisting Notes outstanding after the completion of notesthe exchange offer and the New Notes offered by this prospectus,hereby, will be consolidated with and constitute a single series of debt securities under the indenture.
The new notesNew Notes will maturenot have the benefit of a sinking fund.
The covenants in the Indenture may not protect you from a decline in our credit quality due to highly leveraged or other transactions in which we may engage.
Interest
Interest on Octoberthe outstanding New Notes will accrue at a rate of 2.979% per annum. Interest on the New Notes will accrue from the date interest on the Existing Notes was most recently paid. Interest on the New Notes will be payable semi-annually in arrears on June 15 and December 15 of each year to the holders of record on the immediately preceding June 1 2012, unless redeemed prior to that date, as described below under “—Optional Redemption”and December 1, respectively (whether or not a business day). Interest on the new notes will accrue from the issue date at a rate equal to 4.875% per year andNew Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. We will pay interest on the new notes semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2003, to the registered holders of the new notes on the preceding March 15 and September 15, respectively.
If any interest payment date, stated maturity date or earlier redemption date falls on a Saturday, a Sunday or a day on which banking institutions are authorized by law to close, then the required payment of principal of and premium, if any, and interest may be made on the next succeeding day not a Saturday, a Sunday or a day on which banking institutions are authorized by law to close, as if it were made on the date payment was due, and no interest will accrue on the amount so payable for the period from and after that interest payment date, the stated maturity date or earlier redemption date, as the case may be.
Ranking
The new notes will not have the benefit of a sinking fund.
As of July 3, 2021, without giving effect to the exchange offer or the issuance of the New Notes, there were outstanding approximately $175$600 million aggregate principal amount of our unsecured 6% notes4.125% Notes due 2009 and $3702022, $500 million aggregate principal amount of securedour unsecured 4.000% Notes due 2023, $500 million aggregate principal amount of our unsecured 2.000% Notes due 2025, $500 million aggregate principal amount of our unsecured 3.950% Notes due 2028, $500 million aggregate principal amount of our unsecured 2.700% Notes due 2030, approximately $543.4 million aggregate principal amount of our unsecured 6.400% Notes due 2037, approximately $338.1 million aggregate principal amount of our unsecured 5.200% Notes due 2043, approximately $329.2 million aggregate principal amount of our unsecured 4.400% Notes due 2048, approximately $439.3 million aggregate principal amount of Existing Notes and approximately $1,153.2 million aggregate principal amount of unsecured indebtedness under our industrial revenue bonds, which includes $86bonds. On August 4, 2021, Nucor became an obligor with respect to $197.0 million aggregate principal amount of unsecured indebtedness under our industrial revenue bonds we assumed in the Trico Steel acquisition in July 2002.
Except as described under “Covenants”,“—Covenants Applicable to the indentureNew Notes,” the Indenture does not limit us or any of our Subsidiaries (as defined below) from incurring more indebtedness or issuing more securities and does not contain financial or similar restrictions on us or any of our Subsidiaries. Our rights and the rights of our creditors, including holders of the new notes,New Notes, to participate in any distribution of assets of any of our Subsidiaries, upon the Subsidiary’s liquidation or reorganization or otherwise, are effectivelywill be structurally subordinated to the claims of the Subsidiary’s creditors, except to the extent that we or any of our creditors may be a creditor of that Subsidiary. As of September 28, 2002,July 3, 2021, our Subsidiaries had noapproximately $100.7 million aggregate principal amount of indebtedness, consisting of trade credit financing arrangements.
“Subsidiary” means an entity more than 50% of the outstanding voting interest of which is owned, directly or indirectly, by the Company or by one or more other thanSubsidiaries, or by the $86 millionCompany and one or more other Subsidiaries. For the purposes of industrial revenue bond indebtedness assumed by Nucor Steel Decatur, LLCthis definition, “voting interest” in connection withan entity means any equity interest which ordinarily has voting power for the Trico Steel acquisition.election of directors or their equivalent.
Optional Redemption
At any time prior to June 15, 2055 (six months prior to the maturity date of the New Notes), the New Notes will be redeemable, in whole or in part, at any time andor from time to time, at our option, at a redemption price equal to the greater of:
100% of the principal amount of the New Notes to be redeemed; or
the sum of the present values of the Remaining Scheduled Payments (as defined below) on such New Notes being redeemed that would be due if the New Notes to be redeemed matured on the Par Call Date (as defined below), discounted to the redemption date on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day months) at the Adjusted Treasury Rate (as defined below) (determined on the third business day preceding the redemption date),
plus, in each case, accrued and unpaid interest thereon, to, but excluding, the redemption date.
On or after June 15, 2055 (six months prior to the maturity date of the New Notes), the New Notes will be redeemable, in whole or in part, at any time or from time to time, at our option, at 100% of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest thereon, to, but excluding, the redemption date.
Notwithstanding the foregoing, installments of interest on the New Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) for that redemption date, plus 0.25%0.20%.
“Comparable Treasury Issue” means the United StatesU.S. Treasury security selected by Wachoviaour choice of BofA Securities, Inc., J.P. Morgan Securities LLC or Wells Fargo Securities, LLC, and its successors, or, if such firm is unwilling or unable to select the applicable Comparable Treasury Issue, another Reference Treasury Dealer (as defined below), as having a maturity comparable to the remaining term of the new notesNew Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the new notes.
“Comparable Treasury Price” means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations (as defined below) for thatsuch redemption date.
“Par Call Date” means June 15, 2055 (the date that is six months prior to the maturity date of the New Notes).
“Reference Treasury Dealer” means each of Banc of AmericaBofA Securities, Inc., J.P. Morgan Securities LLC and WachoviaWells Fargo Securities, Inc.,LLC, and their respective successors, and two other primary U.S. government securities dealers in New York City selected by Wachovia Securities, Inc. (each, a “Primary Treasury Dealer”);successors; provided, however, that if any of the foregoing shall cease to be a Primaryprimary U.S. government securities dealer in the United States (a “Primary Treasury DealerDealer”) or is no longer quoting prices for United StatesU.S. Treasury securities, wethe Company will substitute therefor another Primary Treasury Dealer.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee,Company, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount) quoted in writing to the trusteeCompany by thatsuch Reference Treasury Dealer at 5:00 p.m. (New, New York City time)time, on the third business day preceding thesuch redemption date.
“Remaining Scheduled Payments” means, with respect to each New Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such New Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date.
Notice of any redemption will be maileddelivered at least 3015 days but no more than 9060 days before the redemption date to each registered holder of the new notesNew Notes to be redeemed. The notice of redemption for the new notesNew Notes will state, among other things, the amount of notesNew Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of notesNew Notes to be redeemed. If we redeem less than all of the new notes, the trustee will select the particular notesNew Notes are to be redeemed, pro rata, by lot, or by another method the trustee deems fair and appropriate.New Notes to be redeemed shall be selected in accordance with the procedures of The Depository Trust Company (“DTC”). Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the new notesNew Notes or portions thereof called for redemption.
Change of Control Offer to Purchase
If a Change of Control Triggering Event (as defined below) occurs, holders of the New Notes may require us to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their New Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, on such New Notes, to, but excluding, the purchase date (unless a notice of redemption onhas been delivered within 30 days after such Change of Control Triggering Event stating that all of the New Notes will be redeemed as described under “—Optional Redemption”). We will be required to deliver to holders of the New Notes a notice describing the transaction or transactions constituting the Change of Control Triggering Event and offering to repurchase the New Notes. The notice must be delivered within 30 days after any Change of Control Triggering Event, and the repurchase must occur no earlier than 30 days and no later than 60 days after the redemption date.
On the date specified for repurchase of the New Notes, we will, to the extent lawful:
accept for purchase all properly tendered New Notes or portions of New Notes;
deposit with the paying agent the required payment for all properly tendered New Notes or portions of New Notes; and
deliver to the Trustee the repurchased New Notes, accompanied by an officer’s certificate stating, among other things, the aggregate principal amount of repurchased New Notes.
We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations applicable to the repurchase of the New Notes. To the extent that these requirements conflict with the provisions requiring repurchase of the New Notes in the Indenture, we will comply with such requirements instead of the repurchase provisions and will not be considered to have breached our obligations under the Indenture with respect to repurchasing the New Notes. Additionally, if an event of default exists under the Indenture (which is unrelated to the repurchase provisions of the New Notes), including events of default arising with respect to other issues of debt securities, we will not be required to repurchase the New Notes notwithstanding these repurchase provisions.
We will not be required to comply with the obligations relating to repurchasing the New Notes if a third party instead satisfies them.
For purposes of the repurchase provisions of the New Notes, the following terms will be applicable:
“Change of Control” means the occurrence of any of the following: (i) the consummation of any transaction (including, without limitation, any merger or consolidation) resulting in any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than us or one of our Subsidiaries) becoming the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our Voting Stock (as defined below) or other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than the number of shares; (ii) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in a transaction or a series of related transactions, of all or substantially all of our assets and the assets of our Subsidiaries, taken as a whole, to one or more “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than us or one of our Subsidiaries); or (iii) the first day on which a majority of the members of our board of directors are not Continuing Directors (as defined below). Notwithstanding the foregoing, a transaction will not be considered to be a Change of Control if (i) we become a direct or indirect wholly owned Subsidiary of a holding company and (ii)(1) immediately following that transaction, the direct or indirect holders of the Voting Stock of such holding company are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (2) immediately following that transaction, no person is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.
“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event (as defined below).
“Continuing Director” means, as of any date of determination, any member of our board of directors who (i) was a member of the board of directors on the date the New Notes were issued or (ii) was nominated for election, elected or appointed to the board of directors by or with the approval (given either before or after such member’s nomination, election or appointment) of a majority of the Continuing Directors who were members of the board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of our proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).
“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s (as defined below) and BBB– (or the equivalent) by S&P (as defined below), and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies (as defined below) selected by us.
“Moody’s” means Moody’s Investors Service, Inc.
“Rating Agencies” means (i) each of Moody’s and S&P and (ii) if either Moody’s or S&P ceases to rate the New Notes or fails to make a rating of the New Notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) selected by us as a replacement Rating Agency for a former Rating Agency.
“Rating Event” means the rating on the New Notes is lowered by each of the Rating Agencies and the New Notes are rated below which are applicablean Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period shall be extended so long as the rating of the New Notes is under publicly announced consideration for a possible downgrade by any of the new notes are outstandingRating Agencies) after the earlier of (i) the occurrence of a Change of Control and not defeased in accordance with the terms(ii) public notice of the indenture. See “Defeasance”.occurrence of a Change of Control or our intention to effect a Change of Control.
“S&P” means S&P Global Ratings, a division of S&P Global Inc.
“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
Covenants Applicable to the New Notes
The New Notes will have the benefit of the following covenants. We have defined below certain capitalized terms used in this section. Capitalized terms used in this section but not otherwise defined in this prospectus shall have the meanings ascribed to such terms in the Indenture.
LimitationsRestriction on Secured Indebtedness.Indebtedness Neither
The Indenture provides that as long as we norhave any New Notes outstanding under the Indenture, we will not, and we will not permit any Restricted Subsidiary (as defined below) willto, create, assume, issue, guarantee or incur any Secured Indebtedness (as defined below), unless
This restriction does not apply to Secured Indebtedness secured by the following, which we exclude in respect of:computing Secured Indebtedness for the purpose of the restriction:
Liens (as defined below) on property as to which the New Notes are equally and ratably secured with (or, at our option, prior to) such Secured Indebtedness;
Liens on property, including any Shares (as defined below) or Indebtedness (as defined below), of any entity existing at the time such entity becomes a Restricted Subsidiary or arising thereafter pursuant to contractual commitments entered into prior to and not in contemplation of such entity becoming a Restricted Subsidiary;
Liens on property, including any Shares or Indebtedness, existing at the time of acquisition of such property by us or a Restricted Subsidiary, or Liens to secure the payment of all or any part of the purchase price of such property created upon the acquisition of such property by us or a Restricted Subsidiary, or Liens to secure any Secured Indebtedness incurred by us or a Restricted Subsidiary prior to, at the time of, or within one year after the later of, the acquisition, the completion of construction (including any improvements, alterations or repairs to existing property) or the commencement of commercial operation of the project of which such property is a part, which Secured Indebtedness is incurred for the purpose of, and the principal amount secured by any such Lien does not exceed the cost of, financing all or any part of the purchase price thereof or construction or improvements, alterations or repairs thereon;
Liens securing Secured Indebtedness of |
Liens on property of an entity existing at the time such entity is merged or consolidated with us or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of an entity as an entirety or substantially as an entirety to us or a Restricted Subsidiary or arising thereafter pursuant to contractual commitments entered into by such entity prior to and not in contemplation of such merger, consolidation, sale, lease or other disposition;
Liens on our property or the property of a Restricted Subsidiary in favor of governmental authorities, or any trustee or mortgagee acting on behalf, or for the benefit, of any governmental authorities, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens (including, without limitation, Liens in connection with pollution control, industrial revenue, private activity or similar financing), and any other Liens incurred or assumed in connection with pollution control, industrial revenue, private activity or similar bonds issued by a governmental authority on behalf of us or a Restricted Subsidiary;
Liens existing on the first date on which a New Note is authenticated by the Trustee under the Indenture;
Liens on any property which is not a Principal Property (as defined below); and
Any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Secured Indebtedness referred to in the foregoing, provided that the principal amount of the Secured Indebtedness being extended, renewed or replaced shall not be increased.
Restriction on Sales and Leasebacks
The Indenture provides that we will not, and we will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, unless:
after giving effect to the transaction, the aggregate amount of all Attributable Debt (as defined below) with respect to all such transactions plus all Secured Indebtedness outstanding to which the restriction described above under “—Restriction on Secured Indebtedness” is applicable, would not exceed 10% of Consolidated Net Tangible Assets; or
an amount equal to the greater of (i) the amount of the net proceeds to us or such Restricted Subsidiary or (ii) the fair market value of such property, as determined by our board of directors, is applied to retirement of Funded Debt (as defined below) within one year after the consummation of such transaction.
This restriction will not apply to, and there will be excluded in computing Attributable Debt for the purpose of this restriction or the restriction discussed above under “—Restriction on Secured Indebtedness,” Attributable Debt with respect to any Sale and Leaseback Transaction and the calculation of the present value of all rentals does not include any rentals under anyif:
such Sale and Leaseback Transaction is entered into:into in connection with pollution control, industrial revenue, private activity or similar financing;
we or a Restricted Subsidiary applies an amount equal to the net proceeds (after repayment of any Secured Indebtedness secured by a Lien encumbering such Principal Property which Secured Indebtedness existed immediately before such Sale and Leaseback Transaction) of the sale or transfer of the Principal Property leased pursuant to such Sale and Leaseback Transaction to investment (whether for acquisition, improvement, repair, alteration or construction costs) in another Principal Property within one year prior or subsequent to such sale or transfer; or
such Sale and Leaseback Transaction was entered into by an entity prior to the time (i) that such entity became a Restricted Subsidiary, (ii) that such entity merged or consolidated with us or a Restricted Subsidiary or (iii) of a sale, lease or other disposition of such entity’s properties as an entirety or substantially as an entirety to us or a Restricted Subsidiary, or, in each case, arises thereafter pursuant to contractual commitments entered into by such entity prior to and not in contemplation of such entity becoming a Restricted Subsidiary or such merger, consolidation, sale, lease or other disposition.
Limitation onConsolidation, Merger Consolidation and Sale of Assets.Assets We will not
Without the consent of the holders of any outstanding New Notes, we may consolidate with or merge into or consolidate withany other corporation, or convey or transfer our properties and assets substantially as an entirety to any person unless:
the successor |
the successor corporation assumes our obligations on the New Notes and under the Indenture;
immediately after giving effect to such transaction, no event of default, and no event which, after notice, lapse of time or both, would become an event of default, has occurred and is continuing; and
other conditions described in the Indenture are met.
Accordingly, the holders of the New Notes may not have protection in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction involving us that may adversely affect the
holders. The existing protective covenants applicable to the New Notes would continue to apply to us in the event of a leveraged buyout initiated or supported by us, our management or any of our affiliates or their management, but may not prevent such a transaction from taking place.
For purposes of the above covenants, the following terms set forth below.
“Attributable Debt” means the present value (discounted in accordance with a method of discounting which for financial reporting purposes is consistent with generally accepted accounting principles but at a discount rate of not less than 10% per annum, compounded annually) of the rental payments during the remaining term of any Sale and Leaseback Transaction for which the lessee is obligated (including any period for which such lease has been extended). Such rental payments shall not include amounts payable by the lessee for maintenance and repairs, insurance, taxes, assessments, water rates and similar charges and for contingent rents (such as those based on sales). In case of any Sale and Leaseback Transaction which is terminable by the lessee upon the payment of a penalty, such rental payments shall also include such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.
“Consolidated Net Tangible Assets” means the aggregate amount of assets after deducting therefrom (i) all current liabilities and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth onin our most recent consolidated balance sheet.
“Indebtedness” means, with respectas to any corporation or other entityPerson, all indebtedness for money borrowed which is created, assumed, incurred or guaranteed in any manner by thatsuch corporation or other entityPerson or for which thatsuch corporation or other entityPerson is otherwise responsible or liable.
“Lien” means any mortgage, pledge, security interest, lien or other similar encumbrance.
“Principal Property” means (i) any manufacturing plantManufacturing Plant (as defined below) located in the United States, or manufacturing equipmentManufacturing Equipment (as defined below) located in any such manufacturing plantManufacturing Plant (together with the land on which thatsuch plant is erected and fixtures comprising a part thereof), owned or leased on the first date on which a debt securityNew Note is authenticated by the trusteeTrustee or thereafter acquired or leased by us or any Restricted Subsidiary, and (ii) any Shares issued by, or any interest of ours or any Subsidiary in, any Restricted Subsidiary, other than (a)(1) any property or Shares or interests the book value of which is less than 1% of Consolidated Net Tangible Assets or (b)(2) any property or Shares or interests which our board of directors determines is not of material importance to the total business conducted, or assets owned, by us and our Subsidiaries, as an entirety, or (c)(3) any portion of any property which our board of directors determines not to be of material importance to the use or operation of thatsuch property. “Manufacturing plant”Plant” does not include any plant owned or leased jointly or in common with one or more personPersons other than us and our Restricted Subsidiaries in which the aggregate direct or indirect interest of ours and our Restricted Subsidiaries does not exceed 50%. “Manufacturing equipment”Equipment” means manufacturing equipment in those manufacturing plantssuch Manufacturing Plants used directly in the production of our or any Restricted Subsidiary’s products and does not include office equipment, computer equipment, rolling stock and other equipment not directly used in the production of our or any Restricted Subsidiary’s products.
“Restricted Subsidiary” means any Subsidiary substantially all the property of which is located within the United States, other than a Subsidiary primarily engaged in investing in and/or financing our or any Subsidiary’s or affiliate’s operations outside the United States.
“Sale and Leaseback Transaction” means any arrangement with any personPerson providing for the leasing by us or any Restricted Subsidiary of any Principal Property of ours or any Restricted Subsidiary, whether thatsuch Principal Property is now owned or hereafter acquired (except for leases for a term of not more than three years and except for leases between us and a Restricted Subsidiary or between Restricted Subsidiaries and except for leases of property executed prior to, at the time of, or within one year after the later of, the acquisition, the completion of construction, including any improvements or alterations on real property, or the commencement of commercial operationsoperation of thatsuch property), which Principal Property has been or is to be sold or transferred by us or thesuch Restricted Subsidiary to that person.
“Secured Indebtedness” of any corporation or other entity means Indebtedness secured by any Lien upon property (including Shares or Indebtedness issued by or other ownership interests in any Restricted Subsidiary) owned by us or any Restricted Subsidiary.
“Shares” means, as to any corporation, all the issued and outstanding equity shares (except for directors’ qualifying shares) of thatsuch corporation.
The following are events“events of default under the indenturedefault” with respect to the new notesNew Notes:
default in the payment of any interest installment with respect to the New Notes, as and when the same shall become due and payable, and continuance of such default for a period of 15 days after receipt by us of written notice of the default from any holder of the New Notes or the Trustee;
default in the payment of the principal of, or premium, if any, on, the New Notes, as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise;
default in the making of any payment for a sinking, purchase or analogous fund provided for in respect of the New Notes, as and when the same shall become due and payable;
failure by us to observe or perform any other debt securitiescovenant or agreement in respect of the same series that we may issue subsequently:
certain events of bankruptcy, insolvency and reorganization as more fully described in the Indenture.
The Trustee shall not be deemed to be due and payable immediately.
Modification of the Indenture
The indentureIndenture provides that we and the trusteeTrustee may, without the consent of any holders of debt securities,New Notes, enter into supplemental indentures for the purposes, among other things, of:
adding further events of default or other covenants, restrictions or conditions for the benefit of the holders of the New Notes;
establishing the form or terms of any series of debt securities; or
clarifying or curing ambiguities or inconsistencies in the Indenture or making other provisions in regard to matters or questions arising under the Indenture or any supplemental indenture or debt securities of a series, which will not adversely affect the interests of the holders of the New Notes in any material respect.
We and the trustee,Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the New Notes at the time outstanding, debt securities of each series to be affected, may execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the indentureIndenture or of any supplemental indenture or debt securitythe New Notes or of a series or modifying in any manner the rights of the holders of the debt securities of that series to be affected,New Notes, except that no such supplemental indenture may, without the consent of the holders of all debt securitiesthe New Notes then outstanding:
change the fixed maturity (which term for these purposes does not include payments due pursuant to any sinking, purchase or analogous fund) of that series then outstanding,
reduce the federal income tax on the same amount and in the same manner and at the same time as would have been the case if that option had not been exercised.
The Effect of Our Corporate Structure on Our Payment of the Federal Reserve System, (iv) a “clearing corporation” withinNew Notes
The New Notes are the meaningobligations of Nucor exclusively. Because our operations are currently conducted in significant part through subsidiaries, the Uniform Commercial Code, as amended,cash flow and (v) a “clearing agency” registered pursuantour consequent ability to Section 17Aservice our debt, including the New Notes, are dependent, in part, upon the earnings of the Exchange Act. DTC was created to hold securities for its participating organizations (collectively, the “Direct Participants”) and to facilitate the clearance and settlement of transactions in those securities between Direct Participants through electronic book entry changes in accounts of participants. The Direct Participants include securities brokers and dealers (including banks, trust companies, clearing corporations and certain other organizations, including Euroclear and Clearstream). Access to DTC’s system is also available to other entities that clear through or maintain a direct or indirect custodial relationship with a Direct Participant (collectively, the “Indirect Participants”).
The New Notes will be affected by the lackstructurally subordinated to all indebtedness and other liabilities, including current liabilities and commitments under leases, if any, of physical certificates evidencing those interests. For certain other restrictions on the transferabilityour subsidiaries. Any right of ours to receive assets of any of our subsidiaries upon liquidation or reorganization of the new notes, see “—Exchangesubsidiary (and the consequent right of Intereststhe holders of the New Notes to participate in Global Notes for Certificated Notes”.
No Restriction on Sale or Issuance of Stock of Subsidiaries
The Indenture contains no covenant that we will not have notes registered in their names, will not receive physical deliverysell, transfer or otherwise dispose of notes in certificated form and will not be considered the registered ownersany shares of, securities convertible into, or holders thereof under the indentureoptions, warrants or rights to subscribe for any purpose.
No recourse for the payment of the principal of, premium, if any, or interest, if any, on any notes issued under the indentureNew Notes, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any of our obligations, covenants or agreements in the Indenture or in a supplemental indenture or in any notes issued under the indentureNew Notes, or because of the creation of any indebtedness represented thereby, shallwill be had against any of our incorporators, stockholders, officers, directors or employees or of any successor person thereof. Each holder, by accepting notesthe New Notes issued under the indenture,Indenture, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the notes.New Notes. This waiver may not be effective to waive liabilities under the federal securities laws.
Reports to Holders and SEC Reports
We will, so long as any New Notes are outstanding, file with the Trustee and the SEC, and transmit to holders of the New Notes, the information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), at the times and in the manner provided in the Trust Indenture Act; provided, that any such information, documents or other reports required to be filed with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act will be filed with the Trustee within 30 days after the information, documents or other reports are required to be filed with the SEC. All such required information, documents and other reports will be deemed filed with the Trustee and transmitted to holders of the New Notes at the time such information, documents or other reports are publicly filed with the SEC via the SEC’s EDGAR filing system (or any successor system); provided, however, that the Trustee will have no responsibility to determine whether or not such filing has taken place.
Book-Entry System, Delivery and Form
The Trusteecertificates representing the New Notes will be issued in the form of one or more fully registered global notes (each, a “Global Note”) and will be deposited with, or on behalf of, DTC and registered in the name of Cede & Co., as the nominee of DTC. Except in limited circumstances, the New Notes will not be issuable in definitive form. Unless and until they are exchanged, in whole or in part, for the individual New Notes represented thereby, any interests in a Global Note may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee of DTC to a successor depositary or any nominee of such successor.
DTC has advised us that DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S.
Holding through Euroclear and Clearstream
Investors may hold interests in a Global Note through Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), or Clearstream Banking, S.A. (“Clearstream”), in each case, as a participant in DTC. Euroclear and Clearstream will hold interests, in each case, on behalf of their participants through customers’ securities accounts in the names of Euroclear and Clearstream on the books of their respective depositary, which in turn will hold such interests in customers’ securities in the depositaries’ names on DTC’s books.
Payments, deliveries, transfers, exchanges, notices and other matters relating to the New Notes made through Euroclear or Clearstream must comply with the rules and procedures of those systems. Those systems could change their rules and procedures at any time. We and the Trustee have no control over those systems or their participants, and we and the Trustee take no responsibility for their activities. Transactions between participants in Euroclear or Clearstream, on the one hand, and other participants in DTC, on the other hand, would also be subject to DTC’s rules and procedures.
Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices and other transactions involving any securities held through those systems only on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.
In addition, because of time-zone differences, U.S. investors who hold interests in the New Notes through those systems and wish on a particular day to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, may find that the transaction will not be effected until the next business day in Brussels or Luxembourg, as applicable. Thus, if investors wish to exercise rights that expire on a particular day, they may need to act before the expiration date. In addition, if investors hold their interests through both DTC and Euroclear or Clearstream, they may need to make special arrangements to finance any purchases or sales of their interests between the U.S. and European clearing systems, and those transactions may settle later than transactions within one clearing system.
Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of the New Notes among participants of DTC, Euroclear and Clearstream, they are under no obligation or responsibility to perform or continue to perform such procedures and such procedures may be changed or discontinued at any time.
Same-Day Funds Payment
All payments of principal and interest in respect of New YorkNotes in book-entry form will be made by us in immediately available funds to the accounts specified by DTC.
The New Notes will trade in DTC’s Same-Day Funds Settlement System until maturity or until the New Notes are issued in certificated form, and secondary market trading activity in the New Notes will therefore be required by DTC to settle in immediately available funds.
The Trustee
U.S. Bank National Association is the trustee under the indenture.Indenture. All payments of principal of, premium, if any, and interest on, and all registration, transfer, exchange, authentication and delivery of, the new notesNew Notes will be effected by the trusteeTrustee at the principalcorporate trust office of the trustee locatedTrustee in New York, New York.
The indentureIndenture and provisionprovisions of the Trust Indenture Act contain limitations on the rights of the trustee,Trustee, should it become a creditor of ours, to obtain payment of claims in certain cases or to liquidate certain property received by it in respect of any such claim as security or otherwise. The trusteeTrustee is permitted to engage in other transactions with us or any of our affiliates. If the trusteeTrustee acquires any conflicting interest within the meaning of the Trust Indenture Act and the new notesNew Notes are in default, it must eliminate that conflict, resign or, if applicable, apply to the SEC to continue.
The trusteeTrustee or its affiliates have served and may in the future serve as trustee under various of our debt instruments and have served and may in the future serve as an agent and lender under our credit facilities.
Governing Law
The indentureIndenture and the notes willNew Notes shall be governed by and construed in accordance with the laws of the State of New York.
The following discussion is a summary of certain material United StatesU.S. federal income tax consequences of owning and disposing of the notes and of exchanging old notes for new notes in the exchange offer. It appliesoffer to you only if you hold the notes as capital assets for tax purposes. This section does not discuss all aspectsholders of United States federal income tax which may be important to you in light of your individual investment circumstances, and does not apply to you if you are a member of a class of holders subject to special rules, such as a dealer in securities or currencies, a trader in securities that elects to use a mark-to-market method of accounting for securities holdings, a bank or other financial institution, a life insurance company, a tax-exempt organization, a regulated investment company, a person that owns notes that are a hedge or that are hedged against interest rate or currency risks, a person that owns the notes as part of a straddle or conversion transaction for tax purposes, or a person whose functional currency for tax purposesExisting Notes, but is not the United States dollar.
An exchange of Existing Notes for New Notes pursuant to the exchange offer will not be applicable depending upontreated as a taxable exchange or other taxable event for U.S. federal income tax purposes. Accordingly, there will be no U.S. federal income tax consequences to holders who exchange their Existing Notes for New Notes in connection with the exchange offer and any such holder will have the same adjusted tax basis and holding period in the New Notes as it had in the Existing Notes immediately before the exchange.
The foregoing discussion of certain material U.S. federal income tax consequences does not consider the facts and circumstances of any particular holder’s particular situation. Holderssituation or status. Accordingly, each holder of Existing Notes considering the exchange offer should consult theirits own tax advisors with respect toadvisor regarding the tax consequences to them of the beneficial ownership and disposition of the notes,exchange offer to it, including the tax consequencesthose under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.
Each broker-dealer that receives new notesNew Notes for its own account pursuant to thisthe exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes.such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notesNew Notes received in exchange for old notes if the old notesExisting Notes where such Existing Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the date we issue the new notes and ending no later than the closefor a period of business on the date which is 180 days after the completion of this exchange offering,last Exchange Date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.
We will not receive any proceeds from any sale of the new notes,New Notes by broker-dealers or otherwise.broker-dealers. New notesNotes received by broker-dealers for their own accountaccounts pursuant to thisthe exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notesNew Notes or a combination of thesesuch methods of resale, at market prices prevailing at the time of resale, at prices related to thesuch prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from anya broker-dealer and/or the purchasers of any new notes.such New Notes. Any broker-dealer that sells new notesresells New Notes that were received by it for its own account pursuant to thisthe exchange offer and any broker or dealer that participates in a distribution of new notessuch New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit ofon any such resale of the new notesNew Notes and any commissions or concessions received by any of thesesuch persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
For a period of up to 180 days after the completion of this exchange offer,last Exchange Date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests thesesuch documents in the letter of transmittal. We have agreed to pay all reasonable expenses incident to thisthe exchange offer (including the reasonable expenses of one counsel for the holders of the New Notes) other than underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or concessionsdisposition of New Notes by any brokers or dealers, and willholder. In addition, we have agreed to indemnify the holders of the old notesNew Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.
The validity of the new notes and the exchange offerNew Notes will be passed upon for us by Moore & Van Allen PLLC, Charlotte, North Carolina. Some
The consolidated financial statements and management’s assessment of the attorneys at Moore & Van Allen own stockeffectiveness of internal control over financial reporting (which is included in our company.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-4 relating to the New Notes offered hereby. This prospectus is a part of the registration statement and does not contain all of the information in the registration statement. Any statement made by us in this prospectus concerning a contract, agreement or other document of ours is not necessarily complete, and you should read the documents that are filed as exhibits to the registration statement and the documents that we reference below under the heading “Information Incorporated by Reference” for a more complete understanding of the contract, agreement or other document. Each such statement is qualified in all respects by reference to the contract, agreement or other document to which it refers.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public on the SEC’s website at www.sec.gov and at the offices of the New York Stock Exchange located at 11 Wall Street, New York, New York 10005.
We make available free of charge through our website at www.nucor.com copies of the reports, proxy statements and other information we file with the SEC as soon as reasonably practicable after we file such documents electronically with the SEC. The information on our website or linked to or from our website is not incorporated by reference into, and does not constitute a part of, this prospectus or any prospectus supplement.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference” information into this prospectus and any prospectus supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus and any prospectus supplement, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below that we previously filed with the SEC and all documents that we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (File No. 001-04119) prior to the termination of this offering (other than, in each case, any portion of these documents deemed to have been “furnished” and not “filed” with the SEC, including any exhibits related thereto):
• | our Annual Report on Form 10-K for the year ended December 31, 2020 (including the portions of our definitive Proxy Statement on Schedule 14A filed on March 26, 2021 incorporated by reference therein); |
• | our Quarterly Reports on Form 10-Q for the quarters ended April 3, 2021 and July 3, 2021; and |
• | our Current Reports on Form 8-K or Form 8-K/A filed on January 5, 2021, January 25, 2021, February 24, 2021, April 14, 2021, May 17, 2021, June 3, 2021, June 9, 2021 and August 12, 2021. |
Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus or any prospectus supplement to the extent that a statement contained in this prospectus, or in any subsequently filed document which also is or is deemed to be incorporated by reference into this prospectus, modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of any such person, a copy of any or all of the information that has been incorporated by reference into this prospectus but not delivered with the prospectus, excluding exhibits to a document unless an exhibit has been specifically incorporated by reference into that document. Such requests should be directed to the attention of our Corporate Secretary at the following address and telephone number:
Nucor Corporation
1915 Rexford Road
Charlotte, North Carolina 28211
Telephone: (704) 366-7000
TO OBTAIN TIMELY DELIVERY OF ANY REQUESTED INFORMATION, YOU MUST MAKE ANY REQUEST NO LATER THAN , 2021, WHICH IS FIVE BUSINESS DAYS PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE OFFER.
Nucor Corporation
Offer to Exchange $350,000,000
Up to $439,312,000 of its 4.875%2.979% Notes due 20122055
That Have Been Registered under Under
the Securities Act for $350,000,000 of its Outstanding Unregistered 4.875%1933, As Amended
For a Like Principal Amount of
2.979% Notes due 20122055
That Have Not Been Registered Under
the Securities Act of 1933, As Amended
PROSPECTUS
Questions or requests for assistance related to the exchange offer and tender procedures and requests for additional copies of this prospectus and the related letter of transmittal should be directed to the Exchange Agent and the Information Agent:
D.F. King & Co., Inc.
By Facsimile (Eligible Institutions Only): (212) 709-3328
By Registered or Certified Mail or Hand Delivery (Eligible Institutions Only):
48 Wall Street
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (800) 334-0384
By E-mail:nucor@dfking.com
Until , 2021, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
, 2021
PART II. II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. | Indemnification of Directors and Officers |
Set forth below is a description of Directorscertain provisions of the registrant’s Restated Certificate of Incorporation and Officers
Section 145 of the DGCL provides that a corporation may advance to a director or officer expenses incurred in defending any action upon receipt of an undertaking by the director or officer to repay the amount advanced if it is ultimately determined that he or she is not entitled to indemnification.
Section 102(b)(7) of any other rightthe DGCL permits a corporation to which persons seeking indemnification may be entitled under any statute, ourinclude a provision in its certificate of incorporation eliminating or bylaws,limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any agreement, votebreach of stockholdersthe director’s duty of loyalty to the corporation or disinterested directorsits stockholders; (ii) for acts or otherwise. We are authorizedomissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for unlawful payment of dividends or purchase or redemption of shares; or (iv) for any transaction from which the director derived an improper personal benefit. Neither the registrant’s Restated Certificate of Incorporation nor its Bylaws contain such a provision.
Section 145 of the DGCL also permits a corporation to purchase and maintain insurance on behalf of ourany person who is or was a director, officer, employee or agent of the corporation. The registrant maintains directors’ and officers’ liability insurance for its directors and officers.
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Item 21. | Exhibits and Financial Statement Schedules |
(a) | Exhibits. |
Exhibit No. | Description |
* | Filed |
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Undertakings |
The undersigned Registrantregistrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SECCommission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) 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 of 1933, 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 the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. B. Subsequent Documents Incorporated By ReferenceProvided, however
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant hereby undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 of the registrant 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.
The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. The undertaking aboveThis includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrantregistrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on this 13
NUCOR CORPORATION | ||
By: | / s/ James D. Frias | |
James D. Frias | ||
Chief Financial Officer, Treasurer and | ||
Executive Vice President |
POWER OF ATTORNEY
Each of the undersigned directors and officers of Nucor Corporation dothe above named registrant, by his or her execution hereof, hereby constituteconstitutes and appoint Terry S. Lisenby ourappoints Leon J. Topalian, James D. Frias, A. Rae Eagle, Michael D. Keller and Gregory J. Murphy, and each of them, as his or her true and lawful attorney-in-factattorneys-in-fact and agent,agents, with full power of substitution and resubstitution, to do any and all acts and things for ushim or her, and in ourhis or her name, place and stead, in any and all capacities, to signexecute any and all amendments including post effective amendments(including post-effective amendments) to this Registration Statement including anysuch registration statement filedand any related registration statement (or amendment thereto) pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, together with all exhibits and schedules thereto and all other documents in connection therewith, with the Securities and Exchange Commission and wewith such state securities authorities as may be appropriate, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifyratifying and confirmconfirming all thatthe acts of said attorney-in-factattorneys-in-fact and agent,agents, or hisany of them, or their substitutes, which they may lawfully do in the premises or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant in the capacities andindicated on the dates indicated.
Signature | Title | |||
/s/ Leon J. Topalian | President, Chief Executive Officer and Director (Principal Executive Officer) | |||
/ James D. Frias | ||||
Chief Financial Officer, Treasurer and Executive Vice President (Principal Financial | ||||
/s/ Michael D. Keller Michael D. Keller | Vice President and Corporate Controller (Principal Accounting Officer) | |||
/s/ Patrick J. Dempsey Patrick J. Dempsey | Director | |||
/s/ Christopher J. Kearney Christopher J. Kearney | Director |
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Signature | Title | |||
/s/ Laurette T. Koellner Laurette T. Koellner | Director | |||
/s/ Joseph D. Rupp Joseph D. Rupp | Director | |||
/s/ John H. Walker John H. Walker | Non-Executive Chairman | |||
/s/ Nadja Y. West Nadja Y. West | Director |
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