<PAGE>
As filed with the Securities and Exchange Commission on February 14, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BETHLEHEM STEEL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 24-0526133
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1170 Eighth Avenue
Bethlehem, Pennsylvania 18016-7699
(610) 694-2424
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
LUMP SUM BONUS
(Full title of the plan)
G. PENN HOLSENBECK, ESQ.
Bethlehem Steel Corporation
1960 Martin Tower
1170 Eighth Avenue
Bethlehem, PA 18016-7699
(610) 694-7430
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit(1) price(1) fee
Common Stock 350,000 shares $23.3125 $8,159,375 $2,814
Preference Stock 350,000 rights N/A N/A N/A
Purchase Rights(2)
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933 on the basis of
the high and low prices ($23.3125 per share) of the Registrant's Common Stock
on the New York Stock Exchange Composite Tape on February 9, 1994.
(2) Rights are evidenced by certificates for shares of the Common Stock and
automatically trade with such Common Stock. The value attributable to such
Rights, if any, is reflected in the market price of the Common Stock.<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed with the Commission by Bethlehem
(File No. 1-1941) are incorporated by reference in this Prospectus:
1. Bethlehem's Annual Report on Form 10-K for year ended December 31, 1992.
2. Amendment No. 2 on Form 10-K/A to Bethlehem's Annual Report on Form 10-K
for the year ended December 31, 1992.
3. Bethlehem's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1993, June 30, 1993 and September 30, 1993.
4. Bethlehem's Current Report on Form 8-K dated March 5, 1993.
5. The description of Bethlehem's Common Stock set forth in Article Fourth of
Bethlehem's Restated Certificate of Incorporation.
6. Bethlehem's Registration Statement on Form 8-A dated October 4, 1988,
relating to Bethlehem's Preference Stock Purchase Rights.
All documents filed by Bethlehem pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the termination
of the Lump Sum Bonus shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock to be issued pursuant to the
Lump Sum Bonus will be passed upon for Bethlehem by G. P. Holsenbeck, Esq.,
Deputy General Counsel of Bethlehem. Mr. Holsenbeck is paid a salary by
Bethlehem and participates in various employee benefit plans offered to
officers and employees of Bethlehem generally.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware gives
Delaware corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with threatened, pending or
completed actions, suits or proceedings to which they are parties or are
threatened to be made parties by reason of being or having been such directors
or officers, subject to specified conditions and exclusions; gives a director
or officer who successfully defends an action the right to be so indemnified;
and permits a corporation to buy directors' and officers' liability insurance.
Such indemnification is not exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote of stockholders
or otherwise.
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Article IX of Bethlehem's By-laws requires Bethlehem to indemnify its
directors and officers to the maximum extent permitted by the General
Corporation Law of the State of Delaware. Article Eighth of Bethlehem's
Restated Certificate also provides that Bethlehem may indemnify and advance
expenses to its directors, officers, employees or agents to the fullest extent
permitted by applicable law.
Bethlehem has entered into individual Indemnification Assurance
Agreements with each of its directors and executive officers pursuant to which
Bethlehem has agreed to indemnify each of its directors and executive officers
to the full extent provided by applicable law and the By-laws of Bethlehem as
currently in effect. In addition, Bethlehem has established in connection
with its indemnification policy an irrevocable letter of credit in an
aggregate amount of $5 million to assure payment to each director and
executive officer of any amounts to which they may become entitled as
indemnification pursuant to the By- laws in the event that, for any reason,
Bethlehem shall not pay to them any such indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
Bethlehem pursuant to the foregoing provisions, Bethlehem has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and
therefore unenforceable.
Bethlehem maintains insurance policies insuring its directors and
officers against certain losses incurred by them as a result of claims based
upon their actions or statements (including omissions to act or to make
statements) as directors and officers. The aggregate amount payable for
individual directors and officers under such policies in any policy year is
limited to $75 million. After certain deductibles, Bethlehem is entitled to
reimbursement of up to $50 million under such policies in connection with its
indemnification of directors and officers.
Bethlehem also maintains an insurance policy insuring those individuals
who are fiduciaries, as defined by the Employee Retirement Income Security Act
of 1974, under certain employee benefit plans of Bethlehem and its
subsidiaries against certain losses incurred by them as a result of claims
based on their responsibilities, obligations and duties under such Act. This
fiduciary policy is subject to certain deductibles and has an annual aggregate
limit of $30 million.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
permits a Delaware corporation to include in its certificate of incorporation
a provision eliminating the potential monetary liability of a director to the
corporation or its stockholders for breach of fiduciary duty as a director,
provided that such provision shall not eliminate the liability of a director
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for improper
payment of dividends, or (iv) for any transaction from which the director
receives an improper personal benefit. Bethlehem's Restated Certificate
includes such a provision in Article Ninth thereof.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bethlehem and Commonwealth of Pennsylvania, on this
14th day of February, 1994.
BETHLEHEM STEEL CORPORATION
Registrant
By /s/ Curtis H. Barnette
----------------------
Curtis H. Barnette
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ Curtis H. Barnette Director, Chairman and February 14, 1994
------------------ Chief Executive Officer
Curtis H. Barnette (principal executive
officer)
/s/ Gary L. Millenbruch Director, Executive Vice February 14, 1994
------------------- President (principal
Gary L. Millenbruch financial officer)
/s/ Lonnie A. Arnett Vice President and February 14, 1994
---------------- Controller (principal
Lonnie A. Arnett accounting officer)
* Director February 14, 1994
---------------------
Benjamin R. Civiletti
* Director February 14, 1994
---------------
Worley H. Clark
* Director February 14, 1994
----------------------
Herman E. Collier, Jr.
* Director February 14, 1994
--------------
John B. Curcio
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Signatures Title Date
---------- ----- ----
* Director February 14, 1994
--------------------
William C. Hittinger
* Director February 14, 1994
----------------
Thomas L. Holton
* Director February 14, 1994
--------------
Harry P. Kamen
* Director February 14, 1994
-----------------
Winthrop Knowlton
* Director February 14, 1994
----------------------
Robert McClements, Jr.
* Director February 14, 1994
--------------
Roger P. Penny
* Director February 14, 1994
---------------
Dean P. Phypers
* Director February 14, 1994
----------------
William A. Pogue
* Director February 14, 1994
--------------
John F. Ruffle
*By /s/ Lonnie A. Arnett
----------------
Lonnie A. Arnett
(Attorney-in-Fact)
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EXHIBIT INDEX
-------------
Exhibit Page
Number Description Number
- ------- ----------- ------
4(a) Restated Certificate of Incorporation, as corrected by the
Certificate of Correction relating thereto (Incorporated by reference
from Exhibit 28 to Bethlehem's quarterly report on Form 10-Q for the
quarter ended June 30, 1988).
4(b) By-laws of Bethlehem Steel Corporation, as amended October 1, 1988
(Incorporated by reference from Exhibit 3 to Bethlehem's quarterly
report on Form 10-Q for the quarter ended September 30, 1988)
4(c) Rights Agreement, dated as of September 28, 1988, between Bethlehem
Steel Corporation and Morgan Shareholder Services Trust Company
(Incorporated by reference from Exhibit 1,2 to Bethlehem's
Application for Registration of Certain Classes of Securities on
Form 8-A)
4(d) Certificate of Voting Powers, Designation, Preferences and Relative,
Participating, Optional or Other Special Rights, and the
Qualifications, Limitations and Restrictions Thereof, of the
Employee Stock Ownership Plan Convertible Preference Stock, Series
B, of Bethlehem Steel Corporation (Incorporated by reference from
Exhibit 4 to Bethlehem's quarterly report on Form 10-Q for the
quarter ended March 31, 1991)
4(e) Certificate of Voting Powers, Designation, Preferences and Relative,
Participating, Optional or Other Special Rights, and the
Qualifications, Limitations and Restrictions Thereof, of the $3.50
Cumulative Convertible Preferred Stock (Par Value $1 Per Share) of
Bethlehem Steel Corporation, as amended and supplemented by the
Certificate of increase relating thereto (Incorporated by reference
from Exhibit 4 (c) to Bethlehem's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992)
4(f) Form of Common Stock Certificate (Incorporated by reference from
Exhibit 4(e) to Bethlehem's Registration Statement on Form S-3 (No.
33-48697))
5 Opinion of G. P. Holsenbeck, Esq.
23(a) Consent of G. P. Holsenbeck, Esq. (included in Exhibit 5)
23(b) Consent of Price Waterhouse
25 Powers of Attorney<PAGE>
Exhibit 5
Bethlehem Steel Corporation
February 14, 1994
Board of Directors
Bethlehem Steel Corporation
Bethlehem, PA 18016-7699
I am Deputy General Counsel of Bethlehem Steel Corporation, a Delaware
corporation ("Bethlehem"). In that capacity, I have reviewed the Registration
Statement on Form S-8 (the "Registration Statement") filed by Bethlehem with
the Securities and Exchange Commission on the date of this opinion with
respect to 350,000 shares of Bethlehem Common Stock, par value $1 per share
("Common Stock"), to be issued to certain employees who are represented by the
United Steelworkers of America ("USWA") and who are eligible to receive a lump
sum bonus payable in cash or in shares of Common Stock (at the employee's
election) in March 1994 and March 1995 pursuant to the 1993 labor agreement
between the USWA and Bethlehem. As Deputy General Counsel, I am familiar with
Bethlehem's Restated Certificate of Incorporation and its By-Laws, as amended.
I have also examined such other documents, corporate records and instruments
as I have deemed necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, I am of the opinion that any shares of Common
Stock which are issued to employees in payment of the lump sum bonus will be
validly issued, fully paid and non-assessable upon issuance of the
certificates representing such shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commision as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ G. P. Holsenbeck
----------------
G.P. Holsenbeck
Deputy General Counsel<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 (Registration
Statement) of our report dated January 27, 1993, which appears on page 29 of
the 1992 Annual Report to Stockholders of Bethlehem Steel Corporation, which
is incorporated by reference in the Bethlehem Steel Corporation's Annual
Report on Form 10-K for the year ended December 31, 1992, as amended. Such
report relates to financial statements which have not been restated for the
retroactive effect of the 1993 change in the method of accounting for the cost
of inventories. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on page F-1 of such
Annual Report on Form 10-K.
/s/ Price Waterhouse
----------------
Price Waterhouse
1177 Avenue of the Americas
New York, NY 10036
February 14, 1994
<PAGE>
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
directors and officers of Bethlehem Steel Corporation, a Delaware corporation
("Bethlehem"), hereby constitutes and appoints Curtis H. Barnette, Gary L.
Millenbruch and Lonnie A. Arnett, and each of them, with full power to act
without the others, as his true and lawful attorney-in-fact and agent, with
full and several power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form S-8
for the registration under the Securities Act of 1933, as amended, of shares
of Common Stock of Bethlehem, par value one dollar ($1) per share, to be
issued pursuant to a lump-sum bonus payable to certain employees of Bethlehem
who are represented by the United Steelworkers of America ("USWA"), pursuant
to the 1993 Basic Labor Agreement between Bethlehem and the USWA, and any and
all amendments thereto, with power where appropriate to affix the corporate
seal of Bethlehem thereto and to attest said seal, and to file, or cause to be
filed, said Registration Statement and each such amendment with all exhibits
thereto, and any and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as each of the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as
of the 14th day of February, 1994.
/s/ Curtis H. Barnette /s/ Gary L. Millenbruch
------------------ -------------------
Curtis H. Barnette Gary L. Millenbruch
Chairman, Chief Executive Officer Executive Vice President
(principal executive officer) (principal financial officer)
and Director and Director
/s/ L. A. Arnett /s/ Harry P. Kamen
------------ --------------
Lonnie A. Arnett Harry P. Kamen, Director
Vice President and Controller
(principal accounting officer)
/s/ Benjamin R. Civiletti /s/ Winthrop Knowlton
--------------------- -----------------
Benjamin R. Civiletti, Director Winthrop Knowlton, Director
/s/ Worley H. Clark /s/ Robert McClements, Jr.
--------------- ----------------------
Worley H. Clark, Director Robert McClements, Director
/s/ Herman E. Collier, Jr. /s/ Roger P. Penny
---------------------- --------------
Herman E. Collier, Jr., Director Roger P. Penny, Director
/s/ John B. Curcio /s/ Dean P. Phypers
-------------- ---------------
John B. Curcio, Director Dean P. Phypers, Director
/s/ William C. Hittinger /s/ William A. Pogue
-------------------- ----------------
William C. Hittinger, Director William A. Pogue, Director
/s/ Thomas L. Holton /s/ John F. Ruffle
---------------- --------------
Thomas L. Holton, Director John F. Ruffle, Director<PAGE>
