<PAGE>
<PAGE> 1
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
April 27, 1994
(Date of Report)
BETHLEHEM STEEL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 1-1941 24-0526133
(State of Incorporation) (Commission File Number)(I.R.S. Employer
Identification No.)
1170 Eighth Avenue
BETHLEHEM, PENNSYLVANIA 18016-7699
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 694-2424<PAGE>
<PAGE>
<PAGE> 2
Item 5. Other Events.
On April 26, 1994, Bethlehem Steel Corporation("Bethlehem")
announced its financial results for the first quarter of 1994.
Bethlehem reported net income of $13 million, or $.02 per common
share, for the first quarter of 1994 compared to a net loss of $41
million, or $.53 per common share, for the first quarter of 1993.
A press release issued on April 26, 1994, regarding the announce-
ment is attached to this report as Exhibit 99(a).
On April 27, 1994, Bethlehem announced that the Board of
Directors of Bethlehem had declared quarterly dividends on each of
its three outstanding series of Preferred Stock. No dividend was
declared on Bethlehem's Common Stock. A press release issued on
April 27, 1994, regarding the announcement is attached to this report as
Exhibit 99(b).
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
99(a). Press Release issued April 26, 1994.
99(b). Press Release issued April 27, 1994.
<PAGE>
<PAGE> 3 SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, Bethlehem Steel Corporation has duly caused this
report to be signed on its behalf by the undersigned hereunto
duly authorized.
BETHLEHEM STEEL CORPORATION
(Registrant)
By: /s/ L. A. Arnett
---------------------
L. A. Arnett
Vice President and
Controller
(principal accounting
officer)
Date: April 27, 1994
<PAGE>
<PAGE> 4 EXHIBIT INDEX
Exhibit Page
Number Description Number
------- ----------- ------
99(a). Press Release issued April 26, 1994.
99(b). Press Release issued April 27, 1994.
<PAGE>
<PAGE> 5 Exhibit 99(a)
FOR IMMEDIATE RELEASE
BETHLEHEM STEEL ANNOUNCES FIRST QUARTER 1994 RESULTS
BETHLEHEM, Pa., April 26, 1994 -- Bethlehem today reported net income of $13
million, or $.02 per common share, for the first quarter of 1994, an
improvement of $54 million over the net loss of $41 million, or $.53 per
common share, for the first quarter of 1993. Net sales for the first quarter
of 1994 increased 11% to $1,131 million from $1,020 million for the year
earlier period.
The improvements in results for the first quarter of 1994 compared to the
year earlier period are primarily due to strengthened steel demand from the
automotive, machinery and light construction markets and higher realized steel
prices for hot rolled, cold rolled, coated sheet and plate products.
First quarter 1994 operating results were reduced by about $20 million as
a result of severe winter weather conditions that adversely affected
operations. This unusually harsh winter weather resulted in lower
productivity, higher costs for energy, increased repair, maintenance and
transportation costs, and reduced shipments. The reduced shipments are
expected to be made up during the remainder of 1994. Bethlehem also incurred
approximately $10 million in increased operating costs during the first
quarter of 1994 due to blast furnace operating problems (which have now been
resolved) at Bethlehem Structural Products Corporation. Employment costs were
also about $15 million higher during the quarter as a result of new labor
agreements entered into in 1993 and the effect that lower year-end interest
rates have on Bethlehem's 1994 pension expense. In addition, the Burns Harbor
Division incurred higher coke costs during the first quarter in connection
with the rebuild of a coke oven battery which is scheduled for completion in
early 1995. Primarily as a result of these increased costs, which were
partially offset by higher realized steel prices, first quarter 1994
net income was approximately $35 million lower than fourth quarter 1993 net
income of $47 million, excluding restructuring charges.
Outlook
Curtis H. Barnette, Bethlehem's chairman and chief executive officer said:
"Despite the weather related costs and blast furnace operating problems during
the first quarter and the additional costs in connection with capital projects
underway at Burns Harbor, our first quarter 1994 net income marks our third
consecutive quarterly profit, excluding restructuring charges in the fourth
quarter 1993. With the harsh winter behind us, we expect that our second
quarter results will improve over the first quarter. Demand for our sheet and
plate products remains strong. The economy and steel markets are expected to
show continued strength for the balance of the year, although the rate of
growth is likely to moderate in the second half. Industry shipments are
estimated to be 89 million tons in 1994."
<PAGE>
<PAGE> 6 Segments Results
The Basic Steel Operations segment reported income from operations of $36
million for the first quarter of 1994 compared to a loss from operations of
$28 million for the first quarter of 1993. The substantially improved
operating results of this segment compared to the year earlier period was due
to strong demand and higher prices for flat rolled products at the Burns
Harbor and Sparrows Point Divisions. This improvement was partially offset by
the increased operating costs discussed above.
During the first quarter, the Burns Harbor Division became the second
integrated steel producer in the nation to become certified to the
internationally recognized ISO 9002 quality standard, following certification
of the Sparrows Point Division to this standard in 1993.
First quarter 1994 operating results for Bethlehem Structural Products
Corporation were worse than in the first quarter of 1993 primarily due to
higher costs and lower shipments resulting from blast furnace operating
problems, severe winter weather conditions and reduced demand for heavy
structural shapes.
First quarter 1994 operating results were also worse for Pennsylvania
Steel Technologies ("PST") compared to the year earlier period primarily
because of production outages and higher costs arising from the severe winter
weather and increased prices for scrap for its electric furnace. Work is
nearing completion on PST's modernization program to establish it as the low
cost North American producer of high quality railroad rails and specialty
blooms. PST expects to commence producing premium head hardened rails in
September 1994.
The Steel Related Operations segment had losses from operations of $10
million for the first quarter of 1994 compared to losses from operations of $4
million for the first quarter of 1993. Losses at the BethShip Division
increased compared to the year earlier period due to a weak market and weather
related costs. BethForge, Inc. and the CENTEC joint venture continued to
experience losses in the first quarter of 1994.
Liquidity
Cash and cash equivalents were $206 million at March 31, 1994 compared to $229
million at December 31, 1993. Cash provided from operating activities was
$126 million for the first quarter of 1994 compared to cash used for operating
activities of $49 million in the first quarter of 1993. Significant uses of
cash during the first quarter of 1994 included capital expenditures, pension
funding and debt repayments. At March 31, 1994, no amounts were outstanding
under Bethlehem's revolving credit agreement and $106 million was used for
letters of credit, leaving $294 million available for borrowing under such
agreement.
During March, Bethlehem completed a public offering of 17.25 million
shares of Common Stock. Bethlehem contributed the net proceeds of $355
million together with additional amounts to its pension fund for a total of
$406 million during the first quarter. As a result, Bethlehem's unfunded
pension liability was reduced to approximately $1,254 million at March 31,
1994 compared to $1,614 million at December 31, 1993.
In addition to pension funding and capital expenditures, major uses of
cash during the remainder of 1994 include the repayment of approximately $66
million of debt and capital lease obligations.
<PAGE>
<PAGE> 7
Capital Expenditures
Capital expenditures were $119 million during the first quarter of 1994
compared to $62 million during the first quarter of 1993. Capital
expenditures for the year 1994 are currently estimated to be approximately
$450 million compared to $327 million in 1993. The increase in capital
expenditures in 1994 is principally due to projects underway at Burns Harbor.
Work is progressing on the rebuild of a coke oven battery which is expected to
resume operation in early 1995. During the coke oven rebuild, Burns Harbor's
coke needs are being supplied by other Bethlehem coke operations and from
commercial sources. Construction is also proceeding on a new coal injection
facility which is scheduled for completion in early 1995, and one of Burns
Harbor's two blast furnaces will be relined during the third quarter of this
year. Operating costs per ton will be higher at Burns Harbor while these
projects are underway, due primarily to lower steel production and increased
costs for purchased coke and semifinished steel.
As previously discussed, work is nearing completion on PST's
modernization program. The program includes the installation of
state-of-the-art steelmaking facilities, including a new DC electric arc
furnace, a ladle refining furnace and a vacuum degassing unit. PST expects
to commence producing premium head hardened rails in September 1994.
Double G Coatings
Bethlehem is participating in a joint venture known as Double G Coatings
Company, L.P., which is building a 270,000 ton per year sheet coating line
near Jackson, Mississippi. The new line will produce galvanized and Galvalume
coated sheets primarily for the construction market. The Sparrows Point
Division will provide cold rolled coils for approximately half of Double G's
annual capacity and will be responsible for marketing its share of the
finished product. Production on the new line is scheduled to start-up in May.
Public Policy Issues
Mr. Barnette commented on a number of public policy issues of importance to
Bethlehem and the domestic steel industry.
With respect to Health Care Reform, Mr. Barnette said: "We are working
closely with the Clinton Administration and Congress to bring about prompt and
comprehensive health care reform before the fall elections. Certain key
elements are essential:
-- Aggregate growth in our nation's health care system must be
controlled;
-- Cost shifting must be eliminated;
-- All Americans should have the security of health insurance with a
standard benefit package;
-- The quality of health care must be maintained;
-- Administrative waste must be eliminated;
-- Malpractice reform is needed; and
-- Medicare must remain as the primary payer for the elderly."
With respect to International Steel Trade, Mr. Barnette said: "It is
vitally important that we have fairness in international steel trade. Last
year, we achieved significant but only partial relief in the countervailing
and antidumping cases filed against foreign steel producers. Bethlehem and
other American steel companies are appealing those cases in which the
International Trade Commission did not grant the relief that was warranted and
we are vigorously defending appeals brought by foreign producers involving
decisions favorable to domestic producers.
<PAGE>
<PAGE> 8
"We are working closely with the Administration and the Congress to
ensure that the legislation implementing the GATT Uruguay Round agreements
maintains strong and effective U.S. remedies against foreign dumping and
subsidization. We are also fully supportive of the Administration's renewed
efforts to achieve a comprehensive, effective and enforceable Multilateral
Steel Agreement to deal with the ongoing problems of subsidies, non-tariff
barriers and anti-competitive practices affecting steel trade."
<PAGE>
<PAGE> 9
Bethlehem Steel Corporation
CONSOLIDATED STATEMENTS OF INCOME
(dollars and shares in millions, except per share data)
(unaudited)
Three Months Ended
March 31
-------------------
1994 1993
---- ----
Net Sales $1,131.2 $1,020.4
-------- --------
Costs and Expenses:
Cost of sales 1,005.2 946.4
Depreciation 65.5 66.4
Selling, administration and general expense 34.4 40.0
-------- --------
Total Costs and Expenses 1,105.1 1,052.8
-------- --------
Income (Loss) from Operations 26.1 (32.4)
Financing Income (Expense):
Interest and other financing costs (13.6) (16.5)
Interest and other income 1.9 1.6
-------- --------
Income (Loss) before Income Taxes 14.4 (47.3)
Benefit (Provision) for Income Taxes (1.5) 6.5
-------- --------
Net Income (Loss) 12.9 (40.8)
Dividends on Preferred and Preference Stock 10.8 7.5
-------- --------
Net Income (Loss) Applicable to Common Stock $ 2.1 $ (48.3)
======== =========
Net Income (Loss) per Common Share $ 0.02 $ (0.53)
Average Primary Shares Outstanding 95.1 90.6
The accompanying Notes are an integral part of the
Consolidated Financial Statements.
<PAGE>
<PAGE> 10
Bethlehem Steel Corporation
CONSOLIDATED BALANCE SHEETS
(dollars in millions)
ASSETS
March 31 December 31 March 31
1994 1993 1993
(unaudited) (unaudited)
----------- ---------- ----------
Cash and cash equivalents $ 206.3 $ 228.9 $ 190.3
Receivables, less allowances 471.0 503.2 462.7
Inventories:
Raw materials 309.9 341.9 342.4
Finished and semifinished 542.1 494.8 448.8
Contract work-in-progress, less
billings 22.2 15.8 26.2
-------- -------- ---------
874.2 852.5 817.4
Other current assets 6.9 6.5 10.6
-------- -------- ---------
Total Current Assets 1,558.4 1,591.1 1,481.0
Investments and Miscellaneous Assets 118.3 124.0 153.8
Property, Plant and Equipment,
less accumulated depreciation of
$4,087.2, $4,107.0 and $4,311.3 2,631.0 2,634.3 2,793.5
Deferred Income Tax Asset - net 926.2 926.7 836.2
Intangible Asset - Pensions 583.9 600.6 224.5
--------- --------- ---------
Total Assets $ 5,817.8 $ 5,876.7 $ 5,489.0
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 405.1 $ 360.9 $ 348.8
Accrued employment costs 267.3 262.4 255.9
Accrued taxes 62.4 65.4 57.5
Debt and capital lease obligations 95.0 95.5 82.2
Other current liabilities 112.7 130.0 119.7
--------- -------- ---------
Total Current Liabilities 942.5 914.2 864.1
Pension Liability 1,253.9 1,613.6 1,077.8
Postretirement Benefits Other Than
Pensions 1,451.5 1,448.3 1,429.1
Long-term Debt and Capital Lease
Obligations 696.3 718.3 670.4
Other Long-term Liabilities 419.9 485.7 459.0
Stockholders' Equity:
Preferred Stock 11.6 11.6 11.6
Preference Stock 2.7 2.8 2.7
Common Stock (Note 2) 110.9 93.4 92.6
Common Stock held in treasury at cost (59.5) (59.7) (59.7)
Additional paid-in capital 1,915.1 1,588.4 1,655.8
Retained deficit (927.1) (939.9) (714.4)
--------- --------- ---------
Total Stockholders' Equity 1,053.7 696.6 988.6
--------- --------- ---------
Total Liabilities and Stockholders' Equity $ 5,817.8 $ 5,876.7 $ 5,489.0
========= ========= =========
<PAGE>
<PAGE> 11
Continued from prior page.
The accompanying Notes are an integral part of the
Consolidated Financial Statements.
<PAGE>
<PAGE> 12
Bethlehem Steel Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
(unaudited)
Three Months Ended
March 31
------------------
1994 1993
---- ----
Operating Activities:
Net income (loss) $ 12.9 $ (40.8)
Adjustments for items not affecting cash
from operating activities:
Depreciation 65.5 66.4
Deferred Income Taxes 0.5 (7.0)
Other - net 2.9 0.5
Working capital (excluding financing and
investing activities):
Receivables 32.2 (59.4)
Inventories (21.7) 35.1
Accounts payable 44.8 (20.6)
Employment costs and other (16.0) (31.1)
Other - net 4.5 8.4
-------- --------
Cash Provided from (Used for)
Operating Activities 125.6 (48.5)
-------- --------
Investing Activities:
Capital expenditures (118.8) (61.9)
Cash proceeds from sale of businesses
and assets 2.1 3.5
Other - net 3.5 (1.9)
-------- --------
Cash Used for Investing Activities (113.2) (60.3)
-------- --------
Financing Activities:
Pension expense 55.9 52.1
Pension funding (406.0) (149.1)
Revolving and other credit borrowings
(payments) - net - (55.0)
Long-term debt and capital lease borrowings 6.5 27.3
Long-term debt and capital lease payments (29.0) (15.9)
Restructured facilities payments (7.6) (11.3)
Preferred stock issued - 248.4
Common stock issued 355.3 -
Cash dividends paid (10.1) (5.6)
-------- --------
Cash (Used for) Provided from
Financing Activities (35.0) 90.9
-------- --------
Net Decrease in Cash and Cash Equivalents (22.6) (17.9)
Cash and Cash Equivalent- Beginning of Period 228.9 208.2
-------- --------
- End of Period $ 206.3 $ 190.3
======== ========
<PAGE>
<PAGE> 13
Continued from prior page.
Supplemental Cash Payment Information:
Interest, net of amount capitalized $ 18.7 $ 19.5
Income taxes $ 0.1 $ 5.6
The accompanying Notes are an integral part of the
Consolidated Financial Statements.
<PAGE>
<PAGE> 14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Segment Results (dollars in millions):
(unaudited)
1994 1993
-------- -----------------------------------------
First Fourth Third Second First
Quarter Quarter Quarter Quarter Quarter
-------- -----------------------------------------
Net Sales:
Basic Steel Operations $ 1,125.7 $ 1,112.2 $ 1,029.3 $ 1,077.3 $1,000.4
Steel Related Operations 10.1 21.7 29.8 43.3 24.8
Eliminations (4.6) (3.6) (3.8) (3.2) (4.8)
--------- --------- --------- --------- --------
Total $ 1,131.2 $ 1,130.3 $ 1,055.3 $ 1,117.4 $1,020.4
========= ========= ========= ========= ========
Operating Income (Loss):
Basic Steel Operations $ 35.8 $ (278.7)*$ 32.0 $ 1.4 $ (28.3)
Steel Related Operations (9.7) (5.2) (8.6) (3.7) (4.1)
--------- --------- --------- --------- -------
Total $ 26.1 $ (283.9) $ 23.4 $ (2.3) $ (32.4)
========= ========= ========= ========= =======
Shipments
(thousands of net tons):
Basic Steel Operations 2,290 2,328 2,160 2,290 2,219
========= ========= ========= ========= ========
Raw Steel Production
(thousands of net tons):
Basic Steel Operations 2,474 2,691 2,629 2,511 2,447
========= ========= ========= ========= ========
* Operating income for the Basic Steel segment was $76.4 million, excluding
the $350 million charge ($290 million after tax) recorded in the fourth
quarter of 1993. The restructuring loss was principally for a revised
modernization plan for our Bethlehem Structural Products subsidiary and for
the book value of the idled coke plant at our Sparrows Point Division.
2. In March 1994, we completed a public offering of 17,250,000 shares of
Common Stock, realizing net proceeds of approximately $355 million. The
proceeds, which were contributed to our pension fund, will reduce annual
pension expense, reduce required annual pension funding, provide flexibility
regarding future annual funding and improve our financial position and capital
structure.
3. The Consolidated Financial Statements as of and for the three month
periods ended March 31, 1994 and 1993 have not been audited. However, the
information reflects all adjustments which, in the opinion of management, are
necessary to present fairly the results shown for the periods indicated.
Management believes all adjustments were of a normal recurring nature.
<PAGE>
<PAGE> 15
Continued from prior page.
4. These Consolidated Financial Statements should be read together with
the 1993 audited financial statements set forth in Bethlehem's Annual Report
on Form 10-K filed with the Securities and Exchange Commission.
<PAGE>
<PAGE> 16
Exhibit 99(b)
FOR IMMEDIATE RELEASE
BETHLEHEM, Pa., April 27, 1994 -- The Board of Directors of Bethlehem
Steel Corporation today declared dividends of $1.25 per share on Bethlehem's
$5.00 Cumulative Convertible Preferred Stock, $0.625 per share on Bethlehem's
$2.50 Cumulative Convertible Preferred Stock and $0.875 per share on
Bethlehem's $3.50 Cumulative Convertible Preferred Stock, each payable
June 10, 1994 to holders of record on May 10, 1994. No dividend was
declared on Bethlehem's Common Stock.
<PAGE>
<PAGE> 17
