SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
BETHLEHEM STEEL CORPORATION
(Exact name of Registrant as specified in charter)
AMENDMENT NO. 1
To
FORM 10-K ANNUAL REPORT
For the fiscal year ended December 31, 1994
The undersigned Registrant hereby amends the
following items, financial statements, exhibits or other
portions of its Annual Report on Form 10-K for the year
ended December 31, 1994, as set forth on the pages
attached hereto:
ITEM 14: EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as a part of this Report:
(3) Exhibits
(28) Annual Report on Form 11-K for the
fiscal year ended December 31, 1994, for
the Savings Plan for Salaried Employees
of Bethlehem Steel Corporation and
Subsidiary Companies<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 11-K
(x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________________ to _____________________
Commission file number 1-2516
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
SAVINGS PLAN FOR SALARIED EMPLOYEES
OF
BETHLEHEM STEEL CORPORATION
AND SUBSIDIARY COMPANIES
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office
BETHLEHEM STEEL CORPORATION
1170 Eighth Avenue
Bethlehem, Pennsylvania 18016-7699<PAGE>
<PAGE> 1
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
- ----------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
DECEMBER 31, 1994
- --------------------------------------------------
<TABLE>
<CAPTION>
State State
Street Street Fidelity Fidelity Bethlehem Self-
Selection Index Puritan Magellan Stock Managed Loan Combined
Fund Fund Fund Fund Fund Account Fund Funds
------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments
(Notes B, C and G) $314,144,494 $8,460,741 $56,704,854 $49,990,542 $37,790,694 $2,701,130 - $469,792,455
Receivables
Loans to participants
(Note D) - - - - - - $9,486,212 9,486,212
Interest 1,727,587 - 2,394 1,989 8,444 - - 1,740,414
Contributions
- Participating employees 653,283 39,409 234,656 307,330 19,018 - - 1,253,696
- Participating employers - - - - 612,580 - - 612,580
Interfund transfers receivable
(payable) 180,031 12,057 31,255 72,909 40,885 - (337,137) -
Cash and cash equivalents
(Note B) 20,255,762 - 548,068 395,099 1,551,920 - 480 22,751,329
------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------
Net assets available
for benefits $336,961,157 $8,512,207 $57,521,227 $50,767,869 $40,023,541 $2,701,130 $9,149,555 $505,636,686
============ ========== =========== =========== =========== ========== ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 2
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
DECEMBER 31, 1993
-------------------------------------------------
<TABLE>
<CAPTION>
State State
Street Street Fidelity Fidelity Bethlehem
Selection Index Puritan Magellan Stock Loan Combined
Fund Fund Fund Fund Fund Fund Funds
------------ ------------ ----------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments
(Notes B, C and G) $314,957,739 $8,506,053 $53,262,065 $47,584,986 $38,913,825 - $463,224,668
Receivables
Loans to participants
(Note D) - - - - - $7,453,160 7,453,160
Interest 1,919,947 482 2,484 2,033 1,479 42,568 1,968,993
Contributions
- Participating employees 700,779 37,413 206,920 294,545 14,559 - 1,254,216
- Participating employers - - - - 615,975 - 615,975
Interfund transfers receivable
(payable) 49,668 4,731 18,922 60,385 54,757 (188,463) -
Cash and cash equivalents
(Note B) 27,481,125 3,933 31,450 16,939 8,705 - 27,542,152
------------ ---------- ----------- ----------- ----------- ---------- ------------
Net assets available
for benefits $345,109,258 $8,552,612 $53,521,841 $47,958,888 $39,609,300 $7,307,265 $502,059,164
============ ========== =========== =========== =========== ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 3
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
- ----------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1994
- ---------------------------------------------------------
<TABLE>
<CAPTION>
State State
Street Street Fidelity Fidelity Bethlehem Self-
Selection Index Puritan Magellan Stock Managed Loan Combined
Fund Fund Fund Fund Fund Account Fund Funds
------------ ---------- ----------- ----------- ----------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income
Net appreciation
(depreciation) in
fair value of investments
(Note F) - $ 126,627 $(3,675,285)$(3,049,914) $(4,283,126) $ (55,321) - $(10,937,019)
Interest (Note C) $ 20,590,682 2,623 28,684 21,826 43,566 - - 20,687,381
Dividends - - 4,573,596 2,020,734 - 24,807 - 6,619,137
------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------
20,590,682 129,250 926,995 (1,007,354) (4,239,560) (30,514) - 16,369,499
------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------
Contributions (Note C)
Participating employees 8,155,102 481,666 2,826,503 3,914,426 186,316 - - 15,564,013
Participating employers - - - - 7,394,201 - - 7,394,201
------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------
8,155,102 481,666 2,826,503 3,914,426 7,580,517 - - 22,958,214
------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------
Interest on loans to
participants (Note D) - - - - - - $ 516,229 516,229
------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------
Total additions 28,745,784 610,916 3,753,498 2,907,072 3,340,957 (30,514) 516,229 39,843,942
------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------
Deductions from net assets
attributed to:
Withdrawals and
distributions to
participants
(Notes B and E) 27,258,487 610,290 3,859,626 2,332,270 1,935,806 - 269,941 36,266,420
------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------
Total deductions 27,258,487 610,290 3,859,626 2,332,270 1,935,806 - 269,941 36,266,420
------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------
Net increase (decrease)
prior to interfund
transfers 1,487,297 626 (106,128) 574,802 1,405,151 (30,514) 246,288 3,577,522
Interfund transfers (9,635,398) (41,031) 4,105,514 2,234,179 (990,910) 2,731,644 1,596,002 -
------------ --------- ---------- ----------- ----------- ---------- ---------- -----------
Net increase (decrease) (8,148,101) (40,405) 3,999,386 2,808,981 414,241 2,701,130 1,842,290 3,577,522
Net assets available
for benefits
Beginning of year 345,109,258 8,552,612 53,521,841 47,958,888 39,609,300 - 7,307,265 502,059,164
------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------
End of year $336,961,157 $8,512,207 $57,521,227 $50,767,869 $40,023,541 $2,701,130 $9,149,555 $505,636,686
============ ========== =========== =========== =========== ========== ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 4
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
- ----------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1993
- ---------------------------------------------------------
<TABLE>
<CAPTION>
State State
Street Street Fidelity Fidelity Bethlehem
Selection Index Puritan Magellan Stock Loan Combined
Fund Fund Fund Fund Fund Fund Funds
------------ ---------- ----------- ----------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income
Net appreciation in fair
value of investments
(Note F) - $ 807,194 $2,632,979 $ 4,659,994 $ 8,460,904 - $16,561,071
Interest (Note C) $23,125,626 6,007 31,384 25,565 13,137 - 23,201,719
Dividends - - 6,279,822 4,336,151 - - 10,615,973
------------ ---------- ----------- ----------- ----------- ---------- ------------
23,125,626 813,201 8,944,185 9,021,710 8,474,041 - 50,378,763
------------ ---------- ----------- ----------- ----------- ---------- ------------
Contributions (Note C)
Participating employees 9,294,712 510,477 2,469,069 3,528,493 178,979 - 15,981,730
Participating employers - - - - 7,613,679 - 7,613,679
------------ ---------- ----------- ----------- ----------- ---------- ------------
9,294,712 510,477 2,469,069 3,528,493 7,792,658 - 23,595,409
------------ ---------- ----------- ----------- ----------- ---------- ------------
Interest on loans to
participants (Note D) - - - - - $ 614,952 614,952
------------ ---------- ----------- ----------- ----------- ---------- ------------
Total additions 32,420,338 1,323,678 11,413,254 12,550,203 16,266,699 614,952 74,589,124
------------ ---------- ----------- ----------- ----------- ---------- ------------
Deductions from net assets
attributed to:
Withdrawals and
distributions
to participants
(Notes B and E) 29,794,810 658,591 3,470,357 2,700,332 1,927,809 396,055 38,947,954
------------ ---------- ----------- ----------- ----------- ---------- ------------
Total deductions 29,794,810 658,591 3,470,357 2,700,332 1,927,809 396,055 38,947,954
------------ ---------- ----------- ----------- ----------- ---------- ------------
Net increase prior to
interfund transfers 2,625,528 665,087 7,942,897 9,849,871 14,338,890 218,897 35,641,170
Interfund transfers (7,051,808) (126,301) 5,704,567 2,520,654 (270,579) (776,533) -
------------ ---------- ----------- ----------- ----------- ---------- ------------
Net increase (decrease) (4,426,280) 538,786 13,647,464 12,370,525 14,068,311 (557,636) 35,641,170
Net assets available
for benefits
Beginning of year 349,535,538 8,013,826 39,874,377 35,588,363 25,540,989 7,864,901 466,417,994
------------ ---------- ----------- ----------- ----------- ---------- ------------
End of year $345,109,258 $8,552,612 $53,521,841 $47,958,888 $39,609,300 $7,307,265 $502,059,164
============ ========== =========== =========== =========== ========== ============
</TABLE>
The accompanying notes are an integral part of these financial
statements.<PAGE>
<PAGE> 5
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE A - DESCRIPTION OF THE PLAN
The Savings Plan for Salaried Employees of Bethlehem Steel
Corporation and Subsidiary Companies (the "Plan") was adopted by the
Board of Directors of Bethlehem Steel Corporation ("Bethlehem")
effective as of March 1, 1975. In accordance with the Plan, a trust (the
"Trust") was created under a Trust Agreement between Bethlehem and Morgan
Guaranty Trust Company of New York (the "Trustee"). Effective January 1,
1987, State Street Bank and Trust Company ("State Street") became the
Trustee. At that time, State Street also became the Plan's investment
manager. Effective April 27, 1994, the Employee Benefits Administration
Committee, consisting of five officers and employees of Bethlehem,
replaced the separate Savings Plan Committee as the administrator of the
Plan.
The Plan is a defined contribution plan and is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA). Under the terms of the Plan, an eligible salaried employee may
elect to have up to a maximum of 11% of eligible salary contributed by
the Employing Company as Before-Tax Contributions and up to a maximum of
from 10% to 14% of eligible salary as After-Tax Contributions through
payroll deductions, depending upon the length of continuous service and
the amount elected as Before-Tax Contributions. Before-Tax and After-Tax
Contributions are subject to a combined limit of 21% of eligible salary.
Effective January 1, 1995, nonhighly compensated employees may elect to
have up to a maximum of 14% of eligible salary contributed by the
Employing Company as Before-Tax Contributions. The 21% combined limit
of Before-Tax and After-Tax Contributions remains unchanged.
Before-Tax and After-Tax Contributions are treated as either Basic
or Supplemental Contributions depending on the participant's length of
continuous service and the amount elected as Before-Tax Contributions.
Basic Contributions, which may range from 1% to a maximum of 4% of
eligible salary, are matched 100% by the Employing Company. After-Tax
Supplemental Contributions are limited to 10% of eligible salary.
Effective January 1, 1995, nonhighly compensated employees are limited to
After-Tax Supplemental Contributions of from 7% to 10% depending upon the
amount elected as Before-Tax Contributions.
Expenses for accounting and administrative services are not
charged to the Plan but are borne by the participating companies.
<PAGE>
<PAGE> 6
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
- -------------------
The financial statements shown herein are prepared on the accrual
basis of accounting.
Investments and Investment Income
- ---------------------------------
Investments in Bethlehem Common Stock, equity and fixed income
securities and mutual funds are valued at fair value based upon the last
published quotations for the last business day of the year. Investments
in contracts with insurance companies are presented at contract value
representing contributions made under the contracts, plus interest at
the contract rate, less funds withdrawn. Income from investments is
recognized as earned.
Investment realized and unrealized gains and losses are determined
on the basis of average acquisition cost. For Department of Labor Form
5500 reporting purposes, investment realized and unrealized gains and
losses are determined on the basis of beginning of the year fair value
or, if acquired during the year, at acquisition cost.
Cash and Cash Equivalents
- -------------------------
Cash equivalents consist of investments in short-term, highly
liquid instruments generally with maturities at the time of acquisition
of three months or less. Cash equivalents are stated at cost plus
accrued interest, which approximates market value.
Withdrawals and Distributions
- -----------------------------
Withdrawals and distributions are recorded when paid.
NOTE C - CONTRIBUTIONS
Contributions are paid by Bethlehem to the Trustee on the first
banking day of the month following the month for which they were accrued.
Before-Tax and After-Tax Contributions are allocated among the State
Street Selection Fund, State Street Index Fund, Fidelity Puritan Fund,
Fidelity Magellan Fund and Bethlehem Stock Fund in multiples of 1% at
each participant's election (10% prior to January 1, 1994). Matching
Company Contributions are required to be initially invested in the
Bethlehem Stock Fund. After a period of two full calendar years, these
Matching Company Contributions can be transferred to any of the other
available investment funds.
<PAGE>
<PAGE> 7
The State Street Selection Fund is a fixed income fund consisting
of investments in guaranteed annuity contracts and one immediate
participation guarantee contract, all of which are with insurance
companies. The State Street Selection Fund provided a blended interest
rate of 6.30% for 1994 and 6.93% for 1993. Interest earned on
investments in the State Street Selection Fund is reinvested in that fund.
At December 31, 1994, the State Street Selection Fund held a Metropolitan
Life Insurance Company immediate participation guarantee contract with a
contract value of $42,066,331 at 6.10%. There were no other individual
investments, at December 31, 1994, representing 5% or more of the Plan's
net assets.
The State Street Index Fund is a diversified equity investment
fund, the Fidelity Puritan Fund is a growth and income mutual fund and
the Fidelity Magellan Fund is an equity growth mutual fund. Earnings on
investments are reinvested in the fund in which they are earned.
Contributions to the Bethlehem Stock Fund are used to purchase
shares of Bethlehem Common Stock. Cash dividends on Bethlehem Common
Stock are reinvested in Bethlehem Common Stock. There were no dividends
on Bethlehem Common Stock for 1994 and 1993. The Plan provides that
shares of Bethlehem Common Stock may be purchased by the Trustee on the
open market or directly from Bethlehem out of either issued shares of
Bethlehem Common Stock held in treasury or authorized but unissued
shares of Bethlehem Common Stock. The Plan also permits, in lieu of
cash contributions to the Trustee for the purchase of shares of
Bethlehem Common Stock, the transfer by Bethlehem of the necessary
number of shares of Bethlehem Common Stock directly to the Trustee out
of either issued shares of Bethlehem Common Stock held in treasury or
authorized but unissued shares of Bethlehem Common Stock. During 1994
and 1993, Matching Company Contributions to the Bethlehem Stock Fund were
made from authorized but unissued shares of Bethlehem Common Stock and
all other contributions to that Fund were made in cash.
Effective July 27, 1994, the Self-Managed Account ("SMA") was
established to give participants access to a wide range of investments
that include equity and fixed income securities and approximately 1,500
mutual funds through State Street Brokerage Services, Inc. Assets must
be transferred from any or all of the other investment funds into the SMA
with an initial transfer of at least $2,500 and a $500 minimum transfer
thereafter. The SMA balance cannot exceed 50% of the participant's total
account balance. Effective October 10, 1994, assets invested in the
State Street Selection Fund must be transferred to any or all of the
other core funds where they must remain for 90 days before transfer to
the SMA.
<PAGE>
<PAGE> 8
NOTE D - LOAN PROVISION
Effective January 1, 1990, a loan provision was approved to permit
an eligible participant to borrow up to 50% of his vested account
balance, subject to a minimum loan of $1,000 and a maximum loan of
$50,000. Any participant who is an active full-time employee having a
vested account balance of $2,000 or more is eligible for a loan.
Effective July 27, 1994, participants are permitted to have two loans
outstanding at one time under the provisions mentioned above.
All loans are made from the Loan Fund which is funded by transfers
from the State Street Selection Fund, State Street Index Fund, Fidelity
Puritan Fund and Fidelity Magellan Fund. Participants may not borrow from
the Bethlehem Stock Fund or the Self-Managed Account. The term of the
loan is generally twelve to fifty-seven months, but may be for a term
of up to 177 months under certain conditions. Interest is fixed over the
repayment period at the prime rate as quoted by the Wall Street Journal
on the last business day of the month prior to the month in which the
loan application is approved, plus 1%. Repayments of principal plus
interest are made to the Loan Fund and transferred back to the five
investment funds in accordance with participants' current contribution
investment elections. At December 31, 1994, there were 1,124 outstanding
loans.
NOTE E - WITHDRAWALS AND DISTRIBUTIONS
Withdrawals from the funds may be made from time to time in
accordance with the provisions of the Plan. However, voluntary
withdrawal of the Before-Tax or After-Tax Basic Contributions before
the related Matching Company Contributions have vested may result in
forfeiture of the Matching Company Contributions and earnings thereon.
The forfeitures reduce future Matching Company Contributions. For a
participant employed on or before December 31, 1988, Matching Company
Contributions for 1989 and later years vest immediately. For a
participant employed on or after January 1, 1989, Matching Company
Contributions will vest 100% after the participant completes five years
of service.
Upon the termination of employment of a participant or in the
event of a participant's death, the participant or his beneficiary shall
receive the amounts in the investment funds allocated to his account. In
lieu of receiving a lump-sum distribution, a participant or his
beneficiary may elect to defer payment to a later year or receive
installment payments.
At December 31, 1994, the Plan had a $38,041 obligation for
distributions processed and approved, but not yet paid to individuals who
have withdrawn from participation in the Plan. This obligation is
reported as a liability for Department of Labor Form 5500 reporting
purposes, but not for purposes of these financial statements.
<PAGE>
<PAGE> 9
NOTE F - NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF
INVESTMENTS
The Plan's investments (including investments bought, sold and
held during the year) appreciated (depreciated) in value for the year
ended December 31 as follows:
<TABLE>
<CAPTION>
State
Street Fidelity Fidelity Bethlehem Self-
Index Puritan Magellan Stock Managed
Fund Fund Fund Fund Account
---------- ----------- ----------- ----------- ---------
1994
----
<S> <C> <C> <C> <C> <C>
Unrealized
depreciation
of investments $ (182,989) $(4,247,620) $(3,587,707) $(6,151,764) $(57,559)
Realized gain
on sale of
investments 309,616 572,335 537,793 1,868,638 2,238
---------- ----------- ----------- ----------- --------
Net appreciation
(depreciation)
in fair value of
investments $ 126,627 $(3,675,285) $(3,049,914) $(4,283,126) $(55,321)
========== =========== =========== =========== ========
</TABLE>
<TABLE>
<CAPTION>
1993
----
<S> <C> <C> <C> <C>
Unrealized
appreciation
of investments $ 464,286 $ 1,798,317 $ 3,745,286 $ 8,207,995
Realized gain on
sale of investments 342,908 834,662 914,708 252,909
---------- ----------- ----------- -----------
Net appreciation in
fair value of
investments $ 807,194 $ 2,632,979 $ 4,659,994 $ 8,460,904
========== =========== =========== ===========
</TABLE>
There is no appreciation (depreciation) of investments in
the State Street Selection Fund or Loan Fund.
<PAGE>
<PAGE> 10
NOTE G - FAIR VALUE AND COST OF INVESTMENTS
Investments valued at fair value are as follows:
<TABLE>
<CAPTION>
Fair Value Average
------------------- Acquisition
Shares Per Share Amount Cost
------ --------- --------- -----------
<S> <C> <C> <C> <C>
December 31, 1994
- -----------------
State Street Index Fund 119,907 $70.561 $ 8,460,741 $ 7,091,156
Fidelity Puritan Fund 3,828,822 14.810 56,704,854 56,194,521
Fidelity Magellan Fund 748,361 66.800 49,990,542 48,081,411
Bethlehem Stock Fund 2,099,483 18.000 37,790,694 36,329,919
December 31, 1993
- -----------------
State Street Index Fund 122,222 $69.595 $ 8,506,053 $ 6,953,479
Fidelity Puritan Fund 3,381,718 15.750 53,262,065 48,504,111
Fidelity Magellan Fund 671,630 70.850 47,584,986 42,088,148
Bethlehem Stock Fund 1,909,881 20.375 38,913,825 31,301,286
</TABLE>
Investments in the Self-Managed Account had a fair value of
$2,701,130 and an average acquisition cost of $2,758,689 at December 31,
1994.
NOTE H - TAX STATUS
Bethlehem has received determinations from the Internal Revenue
Service, the most recent of which is dated August 15, 1991, that the
Trust forming part of the Plan is a qualified trust within the meaning of
Section 401(a) of the Internal Revenue Code and is exempt from Federal
income tax under Section 501(a) of such Code. Bethlehem amended the Plan
through September 28, 1994, and filed an application with the Internal
Revenue Service on December 22, 1994, to obtain a determination to the
effect that the Plan continues to be a qualified plan and is exempt from
Federal income tax under the provisions of the Internal Revenue Code.
Bethlehem expects to obtain such determination.
Participants are not subject to Federal income tax on
Before-Tax Contributions, on Matching Company Contributions or on
earnings credited to their accounts until withdrawal or distribution of
such amounts in acordance with the provisions of the Plan.
<PAGE>
<PAGE> 11
NOTE I - PARTICIPANTS
The number of participants who made contributions in each fund
was:
Contributing Participants
1994 1993
---- ----
State Street Selection Fund 3,040 2,946
State Street Index Fund 552 479
Fidelity Puritan Fund 1,705 1,476
Fidelity Magellan Fund 1,934 1,727
Bethlehem Stock Fund 3,972 3,878
NOTE J - TERMINATION OF THE PLAN
Upon termination of the Plan or the complete discontinuance of
Matching Company Contributions, the amounts credited to participants'
accounts will be fully vested and nonforfeitable.
NOTE K - NEW ACCOUNTING PRINCIPLE
In September, 1994, the American Institute of Certified Public
Accountants ("AICPA") issued Statement of Position 94-4 ("SOP 94-4"),
"Reporting of Investment Contracts Held by Health and Welfare Benefit
Plans and Defined Contribution Pension Plans." Under the provisions of
SOP 94-4, covered plans would have to value investment contracts with
insurance companies at fair value, except for fully benefit-responsive
contracts (contracts which provide a liquidity guarantee for benefit
payments, transfers or loans initiated by Plan participants at contract
value) which would still be valued at contract value. SOP 94-4 is
effective for financial statements for plan years beginning after
December 15, 1994, except for its application to investment contracts
entered into before December 31, 1993, which is delayed until plan years
beginning after December 15, 1995. The effect of adopting SOP 94-4 on
the Plan's financial statements is not currently known.
NOTE L - OTHER MATTERS
On April 11, 1991, the California Insurance Commission placed
Executive Life Insurance Company of California ("ELIC") under
conservatorship and placed a moratorium on withdrawals from all Group
Annuity Contracts ("GACs") issued by ELIC. At April 30, 1991, the Plan's
State Street Selection Fund held an ELIC GAC with a contract value of
$7,434,391, maturing on December 31, 1992, at a contract rate of 8.8%.
The Plan discontinued further interest accruals on this GAC as of May 1,
1991. Bethlehem has agreed to reimburse the Plan for the difference, if
any, between the amount eventually received by the Plan as a result of
the resolution of the conservatorship proceedings and the amount of the
<PAGE>
<PAGE> 12
ELIC GAC balance due (i.e., the principal and accrued interest) under the
contract through April 30, 1991. During 1993, a Rehabilitation Plan was
approved by the California Insurance Commission and, effective September
3, 1993, the ELIC GAC was assumed by Aurora National Assurance Company,
as part of this Rehabilitation Plan. This plan provided contractholders
with the option to Opt-In (participate in the Rehabilitation Plan) or
Opt-Out (receive a series of payouts). Effective February 10, 1994,
State Street, acting as Investment Manager for the Selection Fund,
elected to Opt-Out of the ELIC Rehabilitation Plan. This will result in
an estimated total recovery of approximately 85.4%, or $6,350,000, of the
recorded contract value at December 31, 1993. During 1994, approximately
$4,250,000 in payments were received as part of the Rehabilitation Plan
thereby reducing the ELIC GAC's recorded contract value to $3,181,385 at
December 31, 1994. The remaining payments are estimated to occur during
the period from September, 1995, through September, 1997, at which time
Bethlehem will make a contribution to fulfill its commitment to the Plan,
presently estimated at approximately $1.1 million. Accordingly, no
provision for loss has been accrued for the ELIC GAC, recorded at contract
value, in the accompanying financial statements.
The Plan's State Street Selection Fund also held a Mutual
Benefit Life Insurance Company ("MBL") GAC which was scheduled to mature
on September 30, 1992, at a contract rate of 8.0%. On July 16, 1991, New
Jersey's Department of Insurance placed MBL under rehabilitation and
placed a moratorium on withdrawals from all GACs issued by MBL. The Plan
continued to accrue interest on this contract; however, effective
January 1, 1992, such accruals were reduced from 8.0% to 3.0% as an
estimate of the actual interest rate to be determined in the
rehabilitation process. On November 10, 1993, the Superior Court of New
Jersey approved the Plan of Rehabilitation for MBL. This Rehabilitation
Plan provided contractholders with the option to Opt-In (participate in
the Rehabilitation Plan) or Opt-Out (receive a series of payments).
Effective March 28, 1994, State Street, acting as Investment Manager for
the Selection Fund, elected to Opt-In to the Plan of Rehabilitation.
Under this election, the MBL GAC was restructured and issued as a Wrapped
Accumulation Contract (WAC) whose assets are invested in a separate
account of MBL Life Assurance Corporation (MBLLAC), a wholly-owned
subsidiary of MBL. A consortium of insurance companies is guaranteeing
the July 16, 1991, contract value and accrued interest through December
31, 1991, valued at approximately $7,250,000 for the Plan. Additionally,
the Rehabilitation Plan provides for interest on the MBLLAC WAC at a rate
of 3.5% for 1993 and 1994. Therefore, the guaranteed value and accrued
interest, as determined by the Rehabilitation Plan, is $8,053,311 at
December 31, 1994. Subsequent to 1994, interest rates will be reset
annually until final maturity, but cannot go below 0%. The restructured
MBLLAC WAC is scheduled to mature in five installments between December
31, 1999, and December 31, 2003. However, should insufficient liquidity
exist, each installment can be extended up to an additional seven years,
not to extend beyond the period December 31, 2006, through December 31,
2010. Accordingly, no provision for loss has been accrued for the MBL
GAC, recorded at contract value, in the accompanying financial
statements.
<PAGE>
<PAGE> 13
REPORT OF INDEPENDENT AUDITORS
To the Participants and Administrator of the
Savings Plan for Salaried Employees of
Bethlehem Steel Corporation
and Subsidiary Companies
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available
for benefits present fairly, in all material respects, the net assets
available for benefits of the Savings Plan for Salaried Employees of
Bethlehem Steel Corporation and Subsidiary Companies at December 31, 1994
and 1993, and the changes in net assets available for benefits for the
years then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the
plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional information
included in the schedule of assets held for investment purposes and the
schedule of reportable transactions is presented for purposes of
additional analysis and is not a required part of the basic financial
statements but is additional information required by ERISA. The Fund
Information in the statement of net assets available for benefits and the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets
available for benefits and changes in net assets available for benefits of
each fund. The schedules of assets held for investment purposes and
reportable transactions and the Fund Information have been subjected to
the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Price Waterhouse LLP
- --------------------------------
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, NY 10036
June 27, 1995
<PAGE>
<PAGE> 14
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 2-90795, No. 2-71699, No. 2-53880, No.
2-90796, No. 2-67314, No. 33-23516, No. 33-23688, No. 33-52267, No.
33-58019, No. 33-58021 and No. 33-60507) of our report dated June 27,
1995, appearing on page 13 of the Annual Report of the Savings Plan
for Salaried Employees of Bethlehem Steel Corporation and Subsidiary
Companies on Form 11-K for the year ended December 31, 1994.
/s/ Price Waterhouse LLP
- -------------------------------
Price Waterhouse LLP
1177 Avenue of the Americas
New York, NY 10036
June 29, 1995<PAGE>
<PAGE> 15
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employee Benefits Administration Committee has duly caused this annual
report to be signed by the undersigned, thereunto duly authorized.
Savings Plan for Salaried Employees of
Bethlehem Steel Corporation and Subsidiary
Companies
By /s/ J. A. Jordan, Jr.
----------------------------
J. A. Jordan, Jr.
Chairman, Employee Benefits
Administration Committee
Date: June 29, 1995<PAGE>
<PAGE> 16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
BETHLEHEM STEEL CORPORATION
By /s/ G. L. Millenbruch
--------------------------
G. L. Millenbruch
Executive Vice President
and Treasurer
(principal financial officer)
Date: June 29, 1995
