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This excerpt taken from the NUE 8-K filed Jan 3, 2007. Item 1.01 Entry into a Material Definitive Agreement On December 29, 2006, Nucor Corporation (Nucor) entered into a definitive Support Agreement (the Support Agreement) with Harris Steel Group Inc. (Harris). The Support Agreement provides that, upon the terms and subject to the conditions set forth therein, a to-be-formed direct or indirect wholly owned subsidiary of Nucor (Bidco) will commence a cash tender offer (the Offer) for all of the outstanding shares (Shares) of Harris at an offer price of CDN $46.25 per Share. The Offer is subject to certain conditions, including the approval of applicable regulatory bodies and the valid tender to Bidco under the Offer of at least 66 2/3% of the issued and outstanding Shares. In connection with the Offer, Nucor has entered into a definitive Lock-Up Agreement (the Lock-Up Agreement) with certain shareholders of Harris who beneficially own or control collectively approximately 51% of the issued and outstanding Shares of Harris. The Lock-Up Agreement provides that, upon the terms and subject to the conditions set forth therein, such shareholders will support the Offer and irrevocably tender all of their Shares to Bidco under the Offer. A copy of the press release issued by Nucor on January 2, 2007 concerning the transaction is filed herewith as Exhibit 99.1 and is incorporated herein by reference. This excerpt taken from the NUE 8-K filed May 17, 2006. Item 1.01. Entry into a Material Definitive Agreement On March 12, 2001, Nucor Corporation (the Company) issued 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 were issued 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 in certain specified circumstances. Following the stock spilt effected by the Company on October 18, 2004, the Purchase Price was automatically adjusted to $75.00. 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). On May 11, 2006, the board of directors of the Company approved a 2-for-1 stock split that will be effected by issuing one additional Common Share for each Common Share held by stockholders of record on May 19, 2006. The additional Common Shares will be distributed on or about May 31, 2006. Absent further action by the board of directors, the Purchase Price would be automatically reduced to $37.50 as a result of the stock split. Accordingly, in order to offset the effect of the stock splits and to reflect the increase in the market value of the Common Shares since adoption of the Rights Agreement, the board of directors also authorized the officers of the Company and directed the Rights Agent to amend the Rights Plan before the stock split to fix the Purchase Price under the Rights Plan at $300. Following the record date for the 2-for-1 stock split of May 19, 2006, the Purchase Price will be automatically reduced to $150. This excerpt taken from the NUE 8-K filed Feb 27, 2006. Item 1.01 Entry into a Material Definitive Agreement
At the 2005 Annual Meeting of Stockholders, the stockholders of Nucor Corporation (Nucor) approved the 2005 Stock Option and Award Plan (the 2005 Stock Plan). The 2005 Stock Plan provides for Nucor to grant stock options, stock appreciation rights, restricted stock, restricted stock units and performance shares to key employees and non-employee directors.
On February 22, 2006, pursuant to the 2005 Stock Plan, Nucors Board of Directors approved the grant to non-employee directors of restricted stock units, in lieu of the stock options previously granted to non-employee directors. Nucor will grant the restricted stock units one time per year commencing on June 1, 2006 and continuing on each June 1 thereafter until further action by the Board of Directors. The number of restricted stock units to be granted on each June 1 will be equal to $60,000 ($90,000 in the case of the Non-Executive Chairman or the person holding the substantially equivalent position) divided by the fair market value of a share of Nucor common stock on the last trading day immediately preceding the grant date and rounding the number so determined down to the next whole unit. The grants will be made using the form of Restricted Stock Unit Award Agreement filed herewith as Exhibit 10.1 to this report. The restricted stock units granted to each non-employee director will be fully vested on the grant date and payable to the non-employee director in the form of shares of Nucor common stock as soon as practicable after the termination of the directors service on the Board of Directors.
On February, 22, 2006, Nucors Board of Directors also approved an increase in the amounts payable to non-employee directors in cash for their board and committee service. The amounts payable on an annual basis are set forth below.
This excerpt taken from the NUE 8-K filed Jun 22, 2005. Item 1.01 Entry into a Material Definitive Agreement
On June 17, 2005, Nucor Corporation (the Company) entered into a new Multi-Year Revolving Credit Agreement (the Credit Agreement) with a group of lenders named in the related agreement, Bank of America, N.A., as agent for the lenders, Citibank, N.A., as syndication agent and Banc of America Securities LLC and Citigroup Global Markets Inc., as joint lead arrangers and joint book-managers.
The Credit Agreement provides for an unsecured $700 million five-year credit facility (the New Credit Facility) to the Company. Up to the equivalent of $600 million of the New Credit Facility will be available for foreign currency loans in Euros, Canadian Dollars, British Pounds Sterling, Swiss Francs and Japanese Yen. A portion of the New Credit Facility not to exceed $450 million will be available for the issuance of letters of credit by Bank of America, N.A., as the issuing lender. The New Credit Facility may be increased, at the election of the Company, by up to $300 million in accordance with the terms set forth in the Credit Agreement. The proceeds of any loans made under the Credit Agreement will be used for general corporate purposes.
Amounts under the New Credit Facility may be borrowed, repaid and reborrowed by the Company from time to time until the expiration of the New Credit Facility on June 17, 2010. Voluntary prepayments and commitment reduction under the New Credit Facility are permitted at any time without fee upon proper notice and subject to a minimum dollar requirement.
The New Credit Facility provides for grid-based interest pricing based upon the credit rating of the Companys senior unsecured long-term debt and alternatively, interest rates quoted by lenders in connection with competitive bidding. The Company will also pay (i) a facility fee at a rate that varies with the Companys long-term debt ratings and that is calculated on the aggregate amount of the commitments under the credit agreement and (ii) during any period in which more than 50% of the commitments are borrowed, an incremental utilization fee on the outstanding amount.
The Credit Agreement contains customary terms and conditions, including limitations on the incurrence of certain liens, limitations on consolidations, mergers and sales of assets and a requirement to maintain a ratio of consolidated funded debt to total capitalization. The Credit Agreement also contains customary events of default for facilities of this type (with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default, the interest rate on all outstanding obligations will be increased and payment of all outstanding loans may be accelerated and/or the lenders commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Credit Agreement shall become immediately due and payable, and the lenders commitments will automatically terminate.
In connection with the New Credit Facility, on June 17, 2005 the Company terminated a (i) five-year $300 million unsecured committed syndicated revolving credit facility (the Terminated Multi-Year Credit Facility) with a group of lenders named in the related agreement and Wachovia Bank, National Association, as agent for the lenders and (ii) 364-day $125 million
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unsecured committed syndicated revolving credit facility (the Terminated 364-Day Credit Facility and together with the Terminated Multi-Year Credit Facility, the Terminated Credit Facilities) with a group of lenders named in the related agreement and Bank of America, N.A., as agent for the lenders. At June 17, 2005, there were no borrowings under the Terminated Credit Facilities.
The Company has not borrowed any funds under the New Credit Facility.
The lenders under the New Credit Facility and the Terminated Credit Facilities and their affiliates have various relationships with the Company that generally arose in the ordinary course of business involving the provision of financial services.
The description above is a summary and is qualified in its entirety by the Credit Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
This excerpt taken from the NUE 8-K filed May 17, 2005. Item 1.01. Entry into a Material Definitive Agreement
On May 12, 2005, at the Annual Meeting of Stockholders, the stockholders of Nucor Corporation (Nucor) approved the 2005 Stock Option and Award Plan (the 2005 Stock Plan).
The 2005 Stock Plan will replace the existing Nucor Corporation 2001 Non-Employee Director Equity Plan and the Nucor Corporation 2003 Key Employees Incentive Stock Option Plan. The 2005 Stock Plan provides for Nucor to grant stock options, stock appreciation rights, restricted stock, restricted stock units and performance shares to key employees and non-employee directors, as determined by the Compensation and Executive Development Committee of the Board of Directors.
A summary description of the 2005 Stock Plan is set forth on pages 22 through 24 of Nucors Proxy Statement dated March 29, 2005, which description is incorporated by reference herein. Such description is qualified in its entirety by reference to the complete terms and conditions of the 2005 Stock Plan, a copy of which is included herewith as Exhibit 10.1 to this report.
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