SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 8, 2001
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NUCOR CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 1-4119 13-1860817
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
2100 Rexford Road 28211
Charlotte, North Carolina (Zip code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (704) 366-7000
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On March 8, 2001, the Board of Directors of Nucor Corporation (the
"Company"), authorized the issuance of one preferred share purchase right (a
"Right") with respect to each outstanding share of common stock, $0.40 par value
per share (the "Common Shares"), of the Company. The rights will be issued on
March 12, 2001, to the holders of record of Common Shares on that date. Each
Right entitles the registered holder to purchase from the Company one five-
thousandth of a share of Series A Junior Participating Preferred Stock, $4.00
par value (the "Preferred Shares"), of the Company at a price of $150.00 per one
five-thousandth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") dated as of March 8, 2001, between the
Company and American Stock Transfer & Trust Co., as Rights Agent (the "Rights
Agent").
Initially, the Rights will attach to all Common Share certificates
representing outstanding shares and no separate Right Certificate will be
distributed. The Rights will separate from the Common Shares and a "Distribution
Date" will occur upon the earlier of (i) 10 business days following a public
announcement that a person or group of affiliated or associated persons has
become an Acquiring Person, or (ii) 10 business days following the commencement
or announcement of an intention to commence a tender offer or exchange offer the
consummation of which would result in a person or group becoming an Acquiring
Person, subject to the Board of Directors' right to defer a Distribution Date
upon an occurrence described in this clause (ii).
In general, a person becomes an Acquiring Person if such person or a group
of which such person is a member acquires beneficial ownership of 15% or more of
the Company's outstanding voting common stock, or any additional shares of the
Company's common stock in the case of any person or group that owned 15% or more
of the Company's outstanding voting common stock as of March 12, 2001.
Until the Distribution Date (or earlier redemption or expiration of the
Rights) (i) the Rights will be evidenced, with respect to any of the Common
Shares outstanding on March 12, 2001, by the certificates representing such
Common Shares with a copy of the Summary of Rights attached thereto, (ii) the
Rights will be transferred with and only with the Common Shares, (iii) new
Common Share certificates issued after March 12, 2001, upon the transfer or new
issuance of the Common Shares will contain a notation incorporating the Rights
Agreement by reference, and (iv) the surrender for transfer of any certificates
for Common Shares outstanding as of March 12, 2001, even without such notation
or a copy of the Summary of Rights being attached thereto, will also constitute
the transfer of the Rights associated with the Common Shares represented by such
certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The Rights will
expire on March 8, 2011 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or the Rights are earlier redeemed or exchanged by
the Company as described below.
If a person or group were to become an Acquiring Person, then each Right
then outstanding (other than Rights beneficially owned by the Acquiring Person
which would become null and void) would become a right to buy that number of
Common Shares or of one five-thousandths of Preferred Shares (or, in certain
circumstances, other securities of the Corporation), having a value (immediately
prior to such triggering event) equal to two times the exercise price of the
Right.
If, at any time after a person or group of affiliated or associated persons
becomes an Acquiring Person, the Company were acquired in a merger or other
business combination transaction or more than 50% of its consolidated assets or
earning power were sold, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current Purchase Price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction would have
a market value of two times the Purchase Price of the Right.
The dividend and liquidation rights, and the non-redemption feature, of the
Preferred Shares are designed so that the economic value of one five-thousandth
of a Preferred Share purchasable upon exercise of each Right will approximate
the value of one Common Share. The Preferred Shares issuable upon exercise of
the Rights will be non-redeemable and rank junior to all other series of the
Company's preferred stock. Each whole Preferred Share will be entitled to
receive a quarterly preferential dividend in an amount per share equal to the
greater of (i) $1.00 in cash, or (ii) 5,000 times the dividend declared on each
Common Share. In the event of liquidation, the holders of the Preferred Shares
will be entitled to receive a minimum preferential liquidation payment of
$500.00 per share; thereafter, and after the holders of the Common Shares
receive a liquidation payment of $.10 per share, the holders of the Preferred
Shares and the holders of the Common Shares will share in the remaining assets
in the ratio of 5,000 to 1 (as adjusted) for each Preferred Share and Common
Share so held, respectively. In the event of any merger, consolidation or other
transaction in which Common Shares are exchanged for or changed into other stock
or securities, cash or other property, each whole Preferred Share will be
entitled to receive 5,000 times the amount received per Common Share. Each whole
Preferred Share shall be entitled to 5,000 votes on all matters submitted to a
vote of the stockholders of the Company, and Preferred Shares shall generally
vote together as one class with the Common Stock, and any other capital stock,
entitled to vote thereon on all matters submitted to a vote of stockholders of
the Company.
The number of one five-thousandths of a Preferred Share or other securities
or property issuable upon exercise of the Rights, and the Purchase Price
payable, are subject to customary adjustments from time to time to prevent
dilution.
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The number of outstanding Rights and the number of one five-thousandths of
a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
At any time after a person or group of affiliated or associated persons
becomes an Acquiring Person and before the acquisition by a person or group of
50% or more of the outstanding voting common stock, the Board of Directors may,
at its option, issue Common Shares or Preferred Shares in mandatory redemption
of, and in exchange for, all or part of the then outstanding and exercisable
Rights (other than Rights owned by such person or group which would become null
and void) at an exchange ratio of one Common Share or one five-thousandth of a
Preferred Share for each Right then outstanding.
At any time prior to the time that a person or group has become an
Acquiring Person, the Board of Directors of the Company may redeem all but not
less than all of the then outstanding Rights at a price of $.001 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to extend the Final Expiration Date, and, provided a Distribution Date has not
occurred, to extend the period during which the Rights may be redeemed, except
that after the first public announcement that a person or group has become an
Acquiring Person, no such amendment may materially and adversely affect the
interests of the holders of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired, and under certain circumstances the Rights
beneficially owned by such a person or group may become void. The Rights should
not interfere with any merger or other business combination approved by the
Company's Board of Directors because, if the Rights would become exercisable as
a result of such merger or business combination, the Board of Directors at its
option may at any time prior to the time that any Person becomes an Acquiring
Person redeem all (but not less than all) of the then outstanding Rights at the
Redemption Price.
The Rights Agreement specifying the terms of the Rights and the text of the
press release announcing the declaration of the Rights, are exhibits hereto. The
foregoing description of the Rights is qualified in its entirety by reference to
such exhibits.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
4 -- Rights Agreement, dated as of March 8, 2001, between Nucor
Corporation and American Stock Transfer & Trust Co., specifying
the terms of the Rights, which includes the form of Certificate
of Designations of Series A Junior Participating Preferred Stock
as Exhibit A, the form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Stock as Exhibit C.
99 -- Press Release dated March 8, 2001, issued by Nucor Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NUCOR CORPORATION
By: /s/ Daniel R. DiMicco
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Name: Daniel R. DiMicco
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Its: President and Chief Executive Officer
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Date: March 8, 2001
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4 -- Rights Agreement, dated as of March 8, 2001, between Nucor Corporation
and American Stock Transfer & Trust Co., specifying the terms of the
Rights, which includes the form of Certificate of Designations of
Series A Junior Participating Preferred Stock as Exhibit A, the form
of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Stock as Exhibit C.
99 -- Press Release dated March 8, 2001, issued by Nucor Corporation.
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