BETHLEHEM CORP
8-K, 2000-01-04
INDUSTRIAL PROCESS FURNACES & OVENS
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 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):   December 31, 1999

                            The Bethlehem Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                   1-4676                 24-0525900
- --------------------------------------------------------------------------------
(State or other jurisdiction         (Commission            (IRS Employer
     of incorporation)               File Number)           Identification No.)

               25th and Lennox Streets, Easton, Pennsylvania 18045
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code:  (610) 258-7111


                                       N/A
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)



<PAGE>

Item 5.  Other Events
         ------------

         On December 31, 1999, The Bethlehem  Corporation (the "company") issued
a press release which  announced the following;  (i) the receipt of waivers from
PNC  Bank,  N.A.,  and Bank of  America  for  violation  of  covenants;  (ii) an
extension from PNC Bank,  N.A. for the sum of $125,000 due on January 3, 2000 to
January 31, 2000, (iii) the resignation of Salvatore J. Zizza as chairman of the
company and the  appointment of Alan H.  Silverstein and (iv) the appointment of
Seidman  and Co.,  Inc,  as an advisor to the Board of  Directors.  For  further
information  relating to the foregoing,  please review the press release,  which
has been filed as, an exhibit to this form 8-K.

Item 7.  Exhibits and Financial Statements
         ---------------------------------

         99(a) -- The Bethlehem  Corporation  press  release dated  December 31,
                  1999.

<PAGE>
                                    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 hereunto duly authorized.


                                                The Bethlehem Corporation



Dated:  January 3, 2000                         By:/s/
                                                   -----------------------------
                                                   Antoinette L. Martin
                                                   Vice President, Finance
                                                   (Principal Financial and
                                                   Accounting Officer)



For 1:00 PM Release,             Contact:        Ms. Antoinette L. Martin, CFO
Friday, December 31, 1999                        The Bethlehem Corporation
                                                 @ (610) 258-7111


                       THE BETHLEHEM CORPORATION ANNOUNCES

                          WAIVERS OBTAINED FROM LENDERS



                  Easton,  PA - December 31,  1999-- The  Bethlehem  Corporation
(AMEX-BET)  today  announced that waivers were obtained from its lenders for the
non-compliance of certain financial  covenants  contained in its loan agreements
for the quarter  ended August 31, 1999.  In  addition,  the Company  received an
extension for the sum of $125,000 due on January 3, 2000 from PNC Bank,  N.A. to
January 31, 2000.

                  The Company announced the resignation of Salvatore J. Zizza as
Chairman of the Board of Directors and the  appointment of Alan H.  Silverstein,
the  Company's  CEO as the new  Chairman.  The  Board of  Directors  elected  an
executive committee  consisting of five members to evaluate the future strategic
direction  of the  Company.  The Company  has  retained  Seidman and Co.,  Inc.,
Investment Banking as an advisor.

                  Headquartered  in  Easton,   PA,  The  Bethlehem   Corporation
provides  thermal  and  filtration  process  solutions,  equipment,  systems and
technology. The Company's wholly owned subsidiary,  Bethlehem Advanced Materials
designs and manufactures  high-temperature furnaces for sale and for its own use
in the  processing  of  specialty  carbon,  graphite and ceramic  materials  for
semiconductor  and aerospace  applications.  In addition,  the Company,  through
Bethlehem Thermal,  LLC provides metallized coatings for a variety of industries
using totally automated thermal spray systems.



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