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As filed with the Securities and Exchange Commission on March 10, 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)
SAVINGS PLAN FOR SALARIED EMPLOYEES
OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
(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
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) FEE
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Common Stock . . . . . . 2,500,000 shares (2) $15.00 $37,500,000.00 $12,931.03
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Preference Stock 2,500,000 rights N/A N/A N/A
Purchase Rights (3) . .
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(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 ($15.00 per share) of the
Registrant's Common Stock on the New York Stock Exchange Composite
Tape on March 8, 1995.
(2) The 2,500,000 shares of Bethlehem Common Stock registered represent
the estimated number of shares that will be purchased for the Plan
with employee contributions and related Company contributions through
December 31, 1999, based on an average cost of $16.00 per share for
such Common Stock for the period January 1, 1990 through December 31,
1994.
(3) 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.
---------------------------
IN ADDITION, PURSUANT TO RULE 416(C) UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF INTERESTS TO BE
OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT PLAN DESCRIBED HEREIN.
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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) and the Plan (File No. 1-2516) are incorporated by
reference in this registration statement:
1. Bethlehem's Annual Report on Form 10-K for the year ended
December 31, 1993.
2. The Plan's Annual Report on Form 11-K for the year ended
December 31, 1993.
3. Bethlehem's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994.
4. Bethlehem's Current Report on Form 8-K dated April 27, 1994.
5. The description of Bethlehem's Common Stock set forth in
Article Fourth of Bethlehem's Second 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.
7. Registration Statement Nos. 2-71699, 2-53880 and 2-90795,
including all post-effective amendments thereto.
All documents filed by Bethlehem or the Plan 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 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 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.
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; 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 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
8TH DAY OF MARCH, 1995.
BETHLEHEM STEEL CORPORATION
Registrant
By /s/ Curtis H. Barnette
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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.
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SIGNATURES TITLE DATE
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/s/ Curtis H. Barnette Director, Chairman and March 8, 1995
---------------------------- Chief Executive Officer
CURTIS H. BARNETTE (principal executive
officer)
/s/ Gary L. Millenbruch Director, Executive Vice March 8, 1995
---------------------------- President and Treasurer
GARY L. MILLENBRUCH (principal financial officer)
/s/ Lonnie A. Arnett Vice President and March 8, 1995
---------------------------- Controller (principal
LONNIE A. ARNETT accounting officer)
* Director March 8, 1995
----------------------------
BENJAMIN R. CIVILETTI
* Director March 8, 1995
----------------------------
WORLEY H. CLARK
* Director March 8, 1995
----------------------------
HERMAN E. COLLIER, JR.
* Director March 8, 1995
----------------------------
JOHN B. CURCIO
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SIGNATURES TITLE DATE
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* Director March 8, 1995
----------------------------
WILLIAM C. HITTINGER
* Director March 8, 1995
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THOMAS L. HOLTON
* Director March 8, 1995
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LEWIS B. KADEN
* Director March 8, 1995
----------------------------
HARRY P. KAMEN
* Director March 8, 1995
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WINTHROP KNOWLTON
* Director March 8, 1995
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ROBERT MCCLEMENTS, JR.
* Director March 8, 1995
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ROGER P. PENNY
* Director March 8, 1995
----------------------------
DEAN P. PHYPERS
* Director March 8, 1995
----------------------------
WILLIAM A. POGUE
* Director March 8, 1995
----------------------------
JOHN F. RUFFLE
By /s/ Lonnie A. Arnett
--------------------------
LONNIE A. ARNETT
(Attorney-in-Fact)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Savings Plan for Salaried Employees of Bethlehem Steel Corporation and
Subsidiary Companies 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 8th day of March, 1995.
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION
AND SUBSIDIARY COMPANIES
/s/ J. A. Jordan, Jr.
---------------------------------------
J. A. Jordan, Jr.
Chairman, Employee Benefits
Administration Committee
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EXHIBIT INDEX
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EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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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 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) 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.
23(a) Consent of William H. Graham, Esq. (included in Exhibit 5)
23(b) Consent of Price Waterhouse LLP
24 Power of Attorney
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EXHIBIT 5
Bethlehem Steel Corporation
March 8, 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 2,500,000
shares of Bethlehem Common Stock, par value $1 per share ("Common Stock"),
under the Savings Plan for Salaried Employees of Bethlehem Steel Corporation
and Subsidiary Companies (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
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 26, 1994 which appears on
page 30 of the 1993 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, 1993,
as amended. 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
March 8, 1995
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EXHIBIT 24
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 additional shares of
Common Stock of Bethlehem, par value one dollar ($1) per share, to be
offered or sold pursuant to the Savings Plan for Salaried Employees of
Bethlehem Steel Corporation and Subsidiary Companies and any and all
amendments thereto; and
(ii) any and all amendments (including post-effective amendments)
to the Registration Statements (Nos. 2-53880, 2-71699 and 2-90795)
relating to the Savings Plan for Salaried Employees of Bethlehem Steel
Corporation and Subsidiary Companies;
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 8th day of March, 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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/s/ Lonnie 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, Jr., 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
/s/ Lewis B. Kaden
Lewis B. Kaden, Director
