BETHLEHEM CORP
8-K, 2000-12-14
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 14, 2000

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

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


               25th and Lennox Streets, Easton, Pennsylvania 18045
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                    (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 2.  Disposition of Assets

         This Form 8-K is being filed to report the sale of  Bethlehem  Advanced
Materials   Corporation  ("BAM"),  the  Company's  wholly  owned  subsidiary  in
Knoxville, TN. BAM was sold to a private company Bergen Cove Realty Inc. Per the
terms of the agreement,  the Company sold the issued and  outstanding  shares of
the common stock of BAM. The purchase  price was  $3,923,000  which includes the
assumption of BAM's existing term debt of $2,423,000.

         The  Company  received  a fairness  opinion  from  Seidman & Co.,  Inc.
Investment Banking for the sale of these assets.



















<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:  December 14, 2000                      By:  /s/ Antoinette L. Martin
                                                    ----------------------------
                                                    Antoinette L. Martin
                                                    Vice President, Finance
                                                    (Principal Financial and
                                                    Accounting Officer)



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