UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


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 2, 2007

 


NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

 


Delaware

(State or other jurisdiction of incorporation)

 

1-4119   13-1860817
(Commission File Number)   (IRS Employer
Identification No.)

 

1915 Rexford Road, Charlotte, North Carolina   28211
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (704) 366-7000

N/A

(Former name or former address, if changed since last report.)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 29, 2006, Nucor Corporation (“Nucor”) announced that it had entered into a definitive Support Agreement (the “Support Agreement”) with Harris Steel Group Inc. (“Harris Steel”). Pursuant to the Support Agreement, Nucor Canadian Holdings, ULC, a wholly owned indirect subsidiary of Nucor (“NCH”), commenced a cash tender offer (the “Offer”) for all of the outstanding common shares of Harris Steel at an offer price of C$46.25 per share.

All of the conditions of the Offer were satisfied prior to its expiration, and on March 2, 2007 NCH took up all of the Harris Steel common shares that were validly deposited to the Offer. Payment for such Harris Steel common shares in the amount of C$1,202,417,305 is expected to be made as soon as practicable and in any event no later than Wednesday, March 7, 2007. Nucor now beneficially owns 25,998,212 common shares of Harris Steel or approximately 96.5% of the issued and outstanding common shares of Harris Steel.

A copy of the press release issued by Nucor and Harris Steel on March 2, 2007 concerning the transaction is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

  (c) Exhibits

 

  99.1 News Release of Nucor Corporation and Harris Steel Group Inc., issued March 2, 2007

 

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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/ Terry S. Lisenby

  Terry S. Lisenby
  Chief Financial Officer, Treasurer and Executive Vice President

Dated: March 2, 2007

 

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INDEX TO EXHIBITS

 

Exhibit No.  

Description

99.1   News Release of Nucor Corporation and Harris Steel Group Inc., issued March 2, 2007

 

4

News Release

Exhibit 99.1

 

LOGO   News Release

NUCOR ACQUIRES OVER 96% OF HARRIS STEEL GROUP INC. SHARES

CHARLOTTE, NORTH CAROLINA and TORONTO, ONTARIO; March 2, 2007 – Nucor Corporation (“Nucor”) (NYSE: NUE) and Harris Steel Group Inc. (“Harris Steel”) (TSX: HSG) announced that as of 12:30 a.m. (Toronto time) on March 2, 2007, 25,998,212 common shares of Harris Steel, including shares deposited by guaranteed delivery, were deposited to the offer (the “Offer”) made by a wholly owned indirect subsidiary of Nucor, to acquire all of the issued and outstanding common shares of Harris Steel for C$46.25 in cash per Harris Steel common share.

All of the conditions of the Offer were satisfied prior to the expiration of the Offer, and Nucor has taken up all of the Harris Steel common shares that were validly deposited to the Offer. Payment for such Harris Steel common shares in the amount of C$1,202,417,305 is expected to be made as soon as practicable and in any event by no later than Wednesday, March 7, 2007. Nucor now beneficially owns 25,998,212 common shares of Harris Steel or over 96% of the issued and outstanding common shares of Harris Steel.

In accordance with its stated purpose of acquiring all of the outstanding shares of Harris Steel, Nucor intends, as soon as permitted, to exercise its right to acquire the remaining Harris Steel common shares by means of a statutory compulsory acquisition under Section 188 of the Business Corporations Act (Ontario).

Nucor and Harris Steel have agreed to cooperate to enable Nucor to elect or appoint as soon as possible, and from time to time as Nucor may acquire additional shares of Harris Steel, such number of directors of Harris Steel as is proportionate to Nucor’s percentage shareholdings of Harris Steel.

Upon completion of the steps to acquire the remaining outstanding Harris Steel common shares, Nucor intends to delist the shares from the Toronto Stock Exchange and to cause Harris Steel to cease to be a reporting issuer.

Harris Steel has several business units: Harris Rebar, which is involved in the fabrication and placing of concrete reinforcing steel and the design and installation of concrete post-tensioning systems; Laurel Steel, which is a manufacturer and distributor of wire and wire products, welded wire mesh and cold finished bar; and Fisher & Ludlow, which is a manufacturer and distributor of heavy industrial steel grating, aluminum grating and expanded metal. These operations serve customers throughout Canada and the United States. Harris Steel also participates in steel trading on a worldwide basis through Novosteel (owned 75% by Harris), and in the distribution of reinforcing steel and allied products to customers in the United States through Harris Supply Solutions. Harris Steel employs approximately 3,000 people throughout its organization.

 

Page 1 of 2
Nucor Executive Offices:    1915 Rexford Road, Charlotte, North Carolina 28211
Phone 704-366-7000    Fax 704-362-4208    www.nucor.com


LOGO

   News Release

NUCOR ACQUIRES OVER 96% OF HARRIS STEEL GROUP INC. SHARES (Continued)

Nucor and affiliates are manufacturers of steel products, with operating facilities in nineteen states. Products produced are: carbon and alloy steel – in bars, beams, sheet and plate; steel joists and joist girders; steel deck; cold finished steel; steel fasteners; metal building systems; and light gauge steel framing. Nucor is the largest recycler in the United States.

Certain statements contained in this news release in respect of Nucor are “forward-looking statements” that involve risks and uncertainties. Factors that might cause Nucor’s actual results to differ materially from those anticipated in forward-looking statements are outlined in Nucor’s regulatory filings with the Securities and Exchange Commission, including those in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2006. The forward-looking statements in respect of Nucor contained in this news release speak only as of this date, and Nucor does not assume any obligation to update them.

For further information from Harris Steel, please contact:

John Harris, CEO and Chairman

905-662-0611

or

Flora Wood, Investor Relations

416-590-9547 or toll free 1-866-585-0089

E-mail: flora@harrissteel.com

 

Page 2 of 2

Nucor Executive Offices:    1915 Rexford Road, Charlotte, North Carolina 28211
Phone 704-366-7000    Fax 704-362-4208    www.nucor.com