UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported):
May 22, 2008
NUCOR
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
1-4119
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13-1860817
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1915
Rexford Road, Charlotte, North Carolina
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28211
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(Address
of principal executive offices)
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(Zip
Code)
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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:
o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
May
22, 2008, Nucor Corporation (“Nucor”) entered into an underwriting agreement
(the “Underwriting Agreement”) with Banc of America Securities LLC, Citigroup
Global Markets Inc. and J.P. Morgan Securities Inc. (together, the
“Underwriters”) for the sale of 25,000,000 shares of Nucor’s common stock, $0.40
par value,
for $74
per share, less the underwriting discounts and commissions and granted the
Underwriters an option, exercisable for 30 days from the date of the Prospectus
Supplement, to purchase up to 3,750,000 additional shares of Nucor’s common
stock for the same amount per share to cover over-allotments. On May 28, 2008,
the Underwriters elected to exercise the over-allotment option to acquire
2,667,580 additional shares. Pursuant to the terms of the Underwriting
Agreement,
Nucor sold 27,667,580 shares of its common stock on May 29, 2008. Gross proceeds
of the public offering of the 26,667,580 shares were approximately $2.047
billion and proceeds to
the
Company, after deducting the Underwriters’ discounts and commissions, were
approximately $1.985 billion.
The
foregoing summary of the Underwriting Agreement is qualified in its entirety
by
reference to the actual Underwriting Agreement, which is filed as an exhibit
hereto.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting
Agreement dated May 22, 2008 among Nucor Corporation, Banc of America Securities
LLC, Citigroup Capital Markets Inc. and J.P. Morgan Securities,
Inc.
SIGNATURES
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 hereunto
duly authorized.
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NUCOR
CORPORATION |
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By: |
/s/ Terry
S.
Lisenby |
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Chief
Financial Officer, Treasurer and
Executive
Vice President
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Dated:
May 29, 2008
INDEX
TO EXHIBITS
1.1 |
Underwriting
Agreement dated May 22, 2008 among Nucor Corporation, Banc of America
Securities LLC, Citigroup Capital Markets Inc. and J.P. Morgan
Securities,
Inc.
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