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As filed with the Securities and Exchange Commission on June 23, 1995
Registration No. 33-
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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)
1994 NON-EMPLOYEE DIRECTORS STOCK PLAN
OF BETHLEHEM STEEL CORPORATION
(Full title of the plan)
WILLIAM H. GRAHAM, ESQ.
Bethlehem Steel Corporation
2018 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
<TABLE>
<CAPTION>
========================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered Registered unit (1) price (1) fee
============= ============== ========= ========== ============
<S> <C> <C> <C> <C>
Common Stock 100,000 shares $15.75 $1,575,000 $543.10
Preference Stock
Purchase
Rights (2) 100,000 rights N/A N/A N/A
========================================================================
</TABLE>
(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 ($15.75 per share) of the Registrant's
Common Stock on the New York Stock Exchange Composite Tape on June 19,
1995.
(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>
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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
registration statement:
1. Bethlehem's Annual Report on Form 10-K for the year ended
December 31, 1994.
2. Bethlehem's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
3. The description of Bethlehem's Common Stock set forth in
Article Fourth of Bethlehem's Second Restated Certificate of
Incorporation.
4. 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 filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, 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 this registration statement 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 this registration statement.
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 Plan will be passed upon for Bethlehem by William H.
Graham, Esq., General Counsel of Bethlehem. Mr. Graham 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: (i) 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; (ii) gives a director or
officer who successfully defends an action the right to be so
indemnified; and (iii) permits a corporation to buy directors' and
officers' liability insurance. Such indemnification is not exclusive of
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any other rights to which those indemnified may be entitled under any
by-law, agreement, vote of stockholders or otherwise.
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 Second Restated Certificate of Incorporation 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 Second
Restated Certificate of Incorporation includes such a provision in
Article Ninth thereof.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
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; and
(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 undertakes 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
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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 23rd day of June, 1995.
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.
<TABLE>
<CAPTION>
Signatures Title Date
========== ===== ====
<S> <C> <C>
/s/ Curtis H. Barnette Director, Chairman and June 23, 1995
- ----------------------- Chief Executive Officer
Curtis H. Barnette (principal executive
officer)
/s/ Gary L. Millenbruch Director, Executive Vice June 23, 1995
- ----------------------- President and Treasurer
Gary L. Millenbruch (principal financial officer)
/s/ Lonnie A. Arnett Vice President and June 23, 1995
- ----------------------- Controller (principal
Lonnie A. Arnett accounting officer)
* Director June 23, 1995
- -----------------------
Benjamin R. Civiletti
* Director June 23, 1995
- -----------------------
Worley H. Clark
* Director June 23, 1995
- -----------------------
John B. Curcio
</TABLE>
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<TABLE>
<CAPTION>
Signatures Title Date
========== ===== ====
<S> <C> <C>
* Director June 23, 1995
- ------------------------
Thomas L. Holton
* Director June 23, 1995
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Lewis B. Kaden
* Director June 23, 1995
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Harry P. Kamen
* Director June 23, 1995
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Winthrop Knowlton
* Director June 23, 1995
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Robert McClements, Jr.
* Director June 23, 1995
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Roger P. Penny
* Director June 23, 1995
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Dean P. Phypers
* Director June 23, 1995
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William A. Pogue
* Director June 23, 1995
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John F. Ruffle
By /s/ Lonnie A. Arnett
- ------------------------
Lonnie A. Arnett
(Attorney-in-Fact)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
======= =========== ======
<S> <C>
4(a) Second Restated Certificate of Incorporation
(Incorporated by reference from Exhibit 28 to
Bethlehem's quarterly report on Form 10-Q for
the quarter ended March 31, 1994)
4(b) By-laws of Bethlehem Steel Corporation, as
amended October 1, 1988 (Incorporated by
reference from Exhibit (3)(b) to Bethlehem's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1993).
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) 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 William H. Graham, Esq.
24(a) Consent of William H. Graham, Esq. (included
in Exhibit 5)
24(b) Consent of Price Waterhouse LLP
25 Power of Attorney
</TABLE>
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Exhibit 5
Bethlehem Steel Corporation
June 23, 1995
Board of Directors
Bethlehem Steel Corporation
Bethlehem, PA 18016-7699
I am 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") dated
as of the date of this opinion and to be filed by Bethlehem with the
Securities and Exchange Commission with respect to offers and sales by
Bethlehem of up to 100,000 shares of Bethlehem Common Stock, par
value $1 per share ("Common Stock"), under the 1994 Non-Employee
Directors Stock Plan of Bethlehem Steel Corporation (the "Plan"). As
General Counsel, I am familiar with Bethlehem's Second 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 reserved for issuance under the Plan will, when issued in
accordance with the terms of the Plan, be validly issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion with the Securities
and Exchange Commission as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ William H. Graham
_____________________
William H. Graham
General Counsel
<PAGE>
<PAGE> 1
Exhibit 24(b)
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 25, 1995 which appears
on page 21 of the 1994 Annual Report to Stockholders of Bethlehem Steel
Corporation, which is incorporated by reference in Bethlehem Steel
Corporation's Annual Report on Form 10-K for the year ended December 31,
1994. 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 LLP
___________________________
1177 Avenue of the Americas
New York, NY 10036
June 23, 1995
<PAGE>
<PAGE 1>
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 the following:
(i) 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 the 1994 Non-Employee Directors Stock Plan of Bethlehem Steel
Corporation 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, the same 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 21st day of June, 1995.
/s/ Curtis H. Barnette /s/ Gary L. Millenbruch
Curtis H. Barnette Gary L. Millenbruch
Chairman, Chief Executive Officer Executive Vice President, Treasurer
(principal executive officer) (principal financial officer)
and Director and Director
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<TABLE>
<S> <C>
/s/ Lonnie A. Arnett /s/ Winthrop Knowlton
Lonnie A. Arnett Winthrop Knowlton, Director
Vice President and Controller
(principal accounting officer)
/s/ Benjamin R. Civiletti /s/ Robert McClements, Jr.
Benjamin R. Civiletti, Director Robert McClements, Jr.,
Director
/s/ Worley H. Clark /s/ Roger P. Penny
Worley H. Clark, Director Roger P. Penny, Director
/s/ John B. Curcio /s/ Dean P. Phypers
John B. Curcio, Director Dean P. Phypers, Director
/s/ Thomas L. Holton /s/ William A. Pogue
Thomas L. Holton, Director William A. Pogue, Director
/s/ Lewis B. Kaden /s/ John F. Ruffle
Lewis B. Kaden, Director John F. Ruffle, Director
/s/ Harry P. Kamen
Harry P. Kamen, Director
</TABLE>
