FORM 10-K/A1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the fiscal year ended December 31, 1993
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from ___ to ___.
Commission File No. 1-4676.
THE BETHLEHEM CORPORATION
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(Exact name of Registrant as specified in its charter)
Pennsylvania 24-0525900
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(State or other jurisdiction of incorporation (I.R.S. employer
or organization) identification no.)
25th and Lennox Streets, Easton Pennsylvania 18045
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (610) 258-7111
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
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Common Stock, no par value American Stock
Exchange Inc.
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
As of March 31, 1994, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was approximately $804,000.
As of March 31, 1994, there were 1,888,520 shares outstanding of the
Registrant's Common Stock, no par value.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
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The directors are elected at the Annual Meeting of the Stockholders of
the Company and each director elected holds office until his successor is
elected and qualified. The Board currently consists of ten members. The
stockholders vote at the Annual Meeting for the election of directors. There are
no family relationships among any directors or executive officers of the
Company, except that directors Jan Gale and Ronald H. Gale are brothers.
The names of the directors as of April 14, 1994, together with certain
information regarding them, are as follows:
<TABLE>
<CAPTION>
Year First a Year Term
Name Age Principal Occupation Director Will Expire
- ---- --- -------------------- -------- -----------
<S> <C> <C> <C>
John W. Pike 68 Vice Chairman of the Company since 1991 1994
December 1992 and Treasurer from May
1992 until January 1994; President of
the Company from December 1991 to
December 1992; Vice President of Boiler
Sales of the Company for five years
prior thereto
B. Ord Houston 81 Secretary of the Company since June 1976 1994
1983, otherwise retired for at least
the last five years; held various
positions with the Company since
1966, most recently as Executive
Vice President
O. Karl Dieckmann 80 Investment manager and financial 1960 1997
consultant, retired for at least the
last five years
James L. Leuthe 52 Chairman of the Board of Directors 1976 1997
since 1977; President and Chief
Executive Officer of the Company
from February 1979 to November 1983;
Chief Executive Officer since
November 1983; Chairman of the Board
of First Lehigh Corporation, bank
holding company
Alan H. Silverstein 45 President and Chief Operating 1994 1997
Officer of the Company since
February 1994; from 1990 to present,
President of Earth Environmental
Services, Inc., a presently inactive
solid waste remediation firm and
developer of solid waste co-
generation projects; from July 1992
to February 1994, President of
Universal Envirogenics, Inc., a
rebuilder of industrial gas plants.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year First a Year Term
Name Age Principal Occupation Director Will Expire
- ---- --- -------------------- -------- -----------
<S> <C> <C> <C>
D.B. Cahoon 60 Consultant to the Company since 1993 1996
January 1994; President and Chief
Operating Officer of the Company
from December 1992 to December 1993;
from 1989 to 1992, President and
Chief Executive Officer of
DeDietrich USA Inc., supplier of
glass-lined vessels to the chemical
and pharmaceutical industries
Jan P. Gale 39 Vice President since 1978 of 1991 1996
Universal Process Equipment, Inc.
("UPE"), an international supplier
of complete process plants and
equipment and manufacturer of new
equipment in the United States and
Europe
Robert F. Bacigalupo 64 Owner since 1949 of West Town 1984 1995
Mortuary, a funeral home; director
since 1953 of Maywood Proviso State
Bank, Maywood, Illinois
Ronald H. Gale 43 President and Chief Executive 1990 1995
Officer of UPE since 1978
Joseph T. Posh 53 Real Estate Developer; President for 1977 1995
at least the last five years of Posh
Construction, Inc.; Managing partner of
JTP Properties for at least the last
five years; formerly President of
Allentown Industrial Construction
Corporation.
</TABLE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who own
more than 10% of a registered class of the Company's equity securities to file
with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of equity securities of the
Company. Executive officers, directors and greater than 10% shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms which they file.
To the Company's knowledge, based solely on a review of the copies of
such forms received by it, or written representations from certain reporting
persons that no other reports were required for those persons, the Company
believes that all filing requirements applicable to its executive officers,
directors and greater than 10% stockholders were
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<PAGE>
complied with during the fiscal year ended December 31, 1993, except that Jan
Gale and Ronald H. Gale each filed one Form 4 report of change in beneficial
ownership and one Form 5 report of change in beneficial ownership late and D. B.
Cahoon filed one Form 4 report of change in beneficial ownership late.
Item 11. Executive Compensation.
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The following table summarizes the compensation paid or accrued by the
Company for services rendered during the years ended December 31, 1991, 1992 and
1993 to the Company's Chief Executive Officer and to each of the Company's then
executive officers whose total salary and bonus exceeded $100,000 during the
year ended December 31, 1993 (the "Named Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------- ---------------------------------------------
All
Stock Other
Other Annual Option Compen-
Position Year Salary Bonus Compensation(s) Awards sation
- -------- ---- ------ ----- --------------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
James L. Leuthe 1993 -- -- -- -- $672(2)
Chairman and Chief 1992 $2,616 -- $8,387(2) -- 672(2)
Executive 1991 2,616 -- 11,987(2)(5) 10,000 672(2)
Officer(1)
D.B. Cahoon 1993 111,539 -- -- 10,000 672(2)
President and Chief 1992 -- -- -- -- --
Operating 1991 -- -- -- -- --
Officer(4)
</TABLE>
(1) Mr. Leuthe was not compensated for his services during the Company's
fiscal year ended December 31, 1993.
(2) Represents life insurance premiums paid by the Company.
(3) Includes lease payments and cost of insurance made by the Company with
respect to use of an automobile.
(4) Mr. Cahoon resigned his position as President and Chief Operating
Officer of the Company on December 31, 1993.
(5) Includes directors fees in the amount of $3600 paid to non-employee
directors.
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth information concerning options granted
during the fiscal year ended December 31, 1993 under the Company's stock option
plans to the Named Executive Officers.
Individual Grants
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Rate of
Number of Percentage Stock Price
Securities of Total Per Appreciation for
Underlying Options Share Option Term
Options Granted to Exercise Expiration -------------------
Name Granted Employees Price Date 5% 10%
-- ---
<S> <C> <C> <C> <C> <C> <C>
D.B. Cahoon 10,000 100.0 $3.15 2/05/98 0 0
</TABLE>
Aggregated Fiscal Year-End Options
The following table sets forth certain information regarding
unexercised stock options held by each of the Company's Named Executive Officers
as of December 31, 1993. No stock options were exercised by any such officer
during the fiscal year ended December 31, 1993.
Aggregated Fiscal Year-End Option Values
Value of
Number of Unexercised in-
Unexercised the-Money
Options at Options at
December 31, December 31,
1993 1993 ($)(1)
Exercisable/ Exercisable/
Unexercisable Unexercisable
Name --------------------- ------------------------
- ----
James L. Leuthe 10,000/0 0/0
D.B. Cahoon 10,000/0 0/0
(1) On December 31, 1993, the last reported sales price of the Company's
Common Stock as reported by the American Stock Exchange was $1 1/8 per
share.
Compensation of Directors
During the year ended December 31, 1993, except as described below,
directors were not compensated for their services in such capacity, but were
entitled to reimbursement of expenses incurred in connection with their
attendance at all meetings.
The Company maintains an Equity Incentive Plan for Directors (the
"Director Option Plan"). Under the Director Option Plan: (i) each person who was
a director of the Company on March 21, 1991 received an option for 10,000 shares
and (ii) each individual who becomes a director of the Company after March 21,
1991 is granted an option for 10,000 shares. The exercise price of each option
granted under the Director Option Plan is the greater of $3.15 per share or 100%
of the fair market value of a share of the Company's Common Stock on the date
the option is
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<PAGE>
granted. No option granted under the Director Option Plan may be exercised
during the six months after its grant; thereafter, the option becomes
exercisable in full. No option may be exercised after five years from the date
of grant. Options are not assignable.
Messrs. Bacigalupo, Dieckmann, J. Gale, R. Gale, Houston, Leuthe and
Posh were each granted 10,000 options under the Director Option Plan in March
1991. Messrs. Pike and Cahoon were each granted 10,000 options under the
Director Option Plan in February 1992 and February 1993 respectively. All of the
foregoing options have an exercise price of $3.15 per share.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
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Holders of More Than Five Percent Beneficial Ownership
The following table sets forth, as of April 14, 1994, information
regarding all persons who are known to the Company to be the beneficial owner of
more than 5% of the Company's outstanding Common Stock.
<TABLE>
<CAPTION>
Percent of
Name and Address of Shares Owned Outstanding
Beneficial Owner Beneficially Shares
---------------- ------------ ------
<S> <C> <C>
James L. Leuthe 223,624(1) 11.8%
25th & Lennox Streets
Easton, PA 18045
Universal Process 1,831,600(2) 54.9
Equipment, Inc. (3)(4)
P.O. Box 338
Roosevelt, NJ 08555
Robert F. Bacigalupo 150,901(5) 7.9
2433 S. Oakley Avenue
Chicago, IL 60608
</TABLE>
(1) Of this total, 52,281 shares are owned by Nikki, Inc., a corporation in
which Mr. Leuthe is an officer, director and the sole stockholder,
161,343 shares are owned by Mr. Leuthe and 10,000 shares are
purchasable by Mr. Leuthe upon exercise of options granted under the
Director Option Plan. This total does not include 640 shares owned by
Mr. Leuthe's children, of which he disclaims beneficial ownership.
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<PAGE>
(2) Includes 1,450,000 shares issuable pursuant to an option granted to UPE
by the Company on December 22, 1993.
(3) According to information provided to the Company by UPE, Ronald H. Gale
and Jan Gale are officers, directors and principal stockholders of UPE,
and each may be deemed to beneficially own the shares owned by UPE. In
addition to shares they beneficially own through UPE, Ronald H. Gale
individually owns 72,000 shares of Common Stock and has the right to
purchase 10,000 shares upon the exercise of options granted under the
Director Option Plan; Jan Gale individually owns 70,000 shares and has
the right to purchase 10,000 shares upon the exercise of options
granted under the Director Option Plan. Each individual disclaims
beneficial ownership of the shares individually owned by the other.
(4) Information obtained from Amendment No. 1 to Schedule 13D which was
filed with the Securities and Exchange Commission on or about December
23, 1993.
(5) Of this total, 140,901 shares are owned by Mr. Bacigalupo and 10,000
shares are purchasable upon the exercise of options granted under the
Director Option Plan. This total does not include 2,331 shares owned by
Mr. Bacigalupo's wife, 1,000 shares held in trust for the benefit of
his son and 5,000 shares held in trust for the benefit of his mother.
Mr. Bacigalupo is the trustee of the two trusts, and he disclaims
beneficial ownership of these 8,331 shares.
Beneficial Ownership by Management and Directors
The following table sets forth, as of April 14, 1994, information
regarding the ownership of the outstanding Common Stock of the Company for each
director, each named Executive Officer and all directors and executive officers
of the Company as a group.
Shares Owned Percent of
Name of Beneficial Owner Beneficially Outstanding Shares
- ------------------------ ------------ ------------------
James L. Leuthe(1)(2) 223,624 11.2%
Robert F. Bacigalupo (1)(2) 150,901 7.6
D.B. Cahoon (2) 10,000 *
O. Karl Dieckmann (2) 46,686 2.3
Ronald H. Gale (1)(2)(3) 1,913,600 55.6
Jan Gale (1)(2)(3) 1,911,600 55.6
B. Ord Houston (2) 19,865 *
John W. Pike (2)(4) 45,000 2.3
Joseph T. Posh (2)(5) 23,525 *
Alan H. Silverstein (6) -- --
All directors and executive
officers as a group (12 persons) 2,513,201 73.4
--------- ----
- -----------------
* Less than 1.0%.
(1) Reference is made to "Security Ownership of Certain Beneficial Owners
and Management - Holders of More Than Five Percent Beneficial
Ownership."
(2) Includes 10,000 shares issuable pursuant to options exercisable within
60 days of the date hereof pursuant to the terms of the Director Option
Plan.
(3) Includes 1,831,600 shares owned by UPE, in which the individual is an
officer, director and principal shareholder. See "Security Ownership of
Certain Beneficial Owners and Management - Holders of More Than Five
Percent Beneficial Ownership."
(4) Includes 5,000 shares issuable pursuant to options exercisable within
60 days of the date hereof.
(5) Includes 12,500 shares held by Allentown Industrial Construction Corp.,
a company controlled by Mr. Posh.
(6) Does not include 10,000 shares granted under the Director Option Plan
which are not exercisable within sixty days of the date hereof and also
excludes 250,000 shares issuable pursuant to options granted under the
terms of the 1994 Stock Option Plan, subject to approval by the
stockholders at the Annual Meeting. Mr. Silverstein was elected
President and Chief Operating Officer of the Company in February 1994.
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<PAGE>
Item 13. Certain Relationships and Related Transactions.
-----------------------------------------------
Ronald Gale and Jan Gale are directors and stockholders of the Company
and are officers, directors and principal stockholders of Universal Process
Equipment (U.P.E.), a corporation which is a stockholder of the Company. U.P.E.
and/or Ronald and Jan Gale are also majority stockholders or otherwise
affiliated with other companies that engage in transactions with the Company.
U.P.E. and related entities purchased processing equipment manufactured by the
Company as well as utilized the Company's remanufacturing services. The
approximate total revenues derived from sales to UPE and related parties were
$740,000 for the fiscal year ended December 31, 1993. The terms of such sales
were at least as favorable to the Company as could have been obtained from
unaffiliated third parties.
On December 22, 1993, UPE was granted 300,000 shares of the Company's
Common Stock and an option to purchase an additional 1,450,000 shares pursuant
to an agreement (the "UPE Agreement") between the Company and UPE. Such stock
was granted in consideration of UPE's (i) services in structuring and
negotiating a settlement agreement among The Harrisburg Authority
("Harrisburg"), the Company and UPE with respect to a judgement in the amount of
$2,127,071 which Harrisburg had obtained against the Company; (ii) payments on
behalf of the Company to Harrisburg under the settlement agreement; (iii)
providing a guaranty of and surety for the Company's full and timely payment to
Harrisburg of $650,000 in specified installments; and (iv) granting to
Harrisburg security interests in certain equipment held for sale by UPE and in a
percentage of the proceeds from the sale of such equipment in the ordinary
course of UPE's business.
Beginning in July, 1993 through January, 1994, Alan H. Silverstein was
retained as a consultant to the Company. In that capacity he played a key
advisory role in the structure and negotiation of the final settlement agreement
with the Harrisburg Authority and the resolution of several other potential
litigation matters. Mr. Silverstein was paid $69,939 in consulting fees and
expenses for services during that time.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE BETHLEHEM CORPORATION
/s/ Alan H. Silverstein
-----------------------
Alan H. Silverstein
President
Date: October 16, 1995
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