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, 1995
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, 1995, 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, 1995, 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, 1995
-----------------
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, 1995
---------------------------------------------------------------------
(Dollars in Millions)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
State Street State Street Fidelity Fidelity Bethlehem Self-
Selection Index Puritan Magellan Stock Managed Loan Combined
Fund Fund Fund Fund Fund Account Fund Funds
------------ ------------ -------- -------- --------- ------- ---- --------
Assets
Investments
(Notes B, C and F) $320.3 $16.8 $63.7 $65.0 $36.8 $5.7 - $508.3
Receivables
Loans to participants (Note D) - - - - - - $10.2 10.2
Interest 1.8 - - - - - .1 1.9
Contributions - Participating employees .6 .1 .2 .4 - - - 1.3
- Participating employers - - - - .6 - - .6
Interfund transfers receivable (payable) .1 - .1 .2 - - (.4) -
Cash and cash equivalents (Note B) 10.9 .1 .6 .5 .9 - - 13.0
------ ----- ----- ----- ----- ---- ----- ------
Net assets available for benefits $333.7 $17.0 $64.6 $66.1 $38.3 $5.7 $ 9.9 $535.3
====== ===== ===== ===== ===== ==== ===== ======
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<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, 1994
--------------------------------------------------------------------
(Dollars in Millions)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
State Street State Street Fidelity Fidelity Bethlehem Self-
Selection Index Puritan Magellan Stock Managed Loan Combined
Fund Fund Fund Fund Fund Account Fund Funds
------------ ------------ -------- -------- --------- ------- ---- --------
Assets
Investments
(Notes B, C and F) $314.1 $8.5 $56.7 $50.0 $37.8 $2.7 - $469.8
Receivables
Loans to participants (Note D) - - - - - - $9.4 9.4
Interest 1.7 - - - - - - 1.7
Contributions - Participating employees .7 - .3 .3 - - - 1.3
- Participating employers - - - - .6 - - .6
Interfund transfers receivable (payable) .2 - - .1 - - (.3) -
Cash and cash equivalents (Note B) 20.3 - .5 .4 1.6 - - 22.8
------ ---- ----- ----- ----- ---- ----- ------
Net assets available for benefits $337.0 $8.5 $57.5 $50.8 $40.0 $2.7 $9.1 $505.6
====== ==== ===== ===== ===== ==== ===== ======
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<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, 1995
---------------------------------------------------------
(Dollars in Millions)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
State Street State Street Fidelity Fidelity Bethlehem Self-
Selection Index Puritan Magellan Stock Managed Loan Combined
Fund Fund Fund Fund Fund Account Fund Funds
------------ ------------ -------- -------- --------- ------- ---- --------
Investment income
Net appreciation (depreciation) in fair
value of investments - $ 3.6 $ 8.0 $14.0 $(9.2) $ .7 - $ 17.1
Interest (Notes C and D) $ 21.6 - - - .1 - $ .9 22.6
Dividends - - 3.4 3.8 - .2 - 7.4
Contributions (Note C)
Participating employees 8.2 .7 2.9 3.8 .2 - - 15.8
Participating employers - - - - 7.3 - - 7.3
Withdrawals and distributions to
participants (Notes B and E) (31.4) (.5) (3.5) (3.3) (1.6) - (.2) (40.5)
Interfund transfers (1.7) 4.7 (3.7) (3.0) 1.5 2.1 .1 -
Net increase (decrease) (3.3) 8.5 7.1 15.3 (1.7) 3.0 .8 29.7
Net assets available for benefits
Beginning of year 337.0 8.5 57.5 50.8 40.0 2.7 9.1 505.6
------- ------ ------ ------ ------ ---- ---- -------
End of year $333.7 $17.0 $64.6 $66.1 $38.3 $5.7 $9.9 $535.3
======= ====== ====== ====== ====== ==== ==== =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<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, 1994
---------------------------------------------------------
(Dollars in Millions)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
State Street State Street Fidelity Fidelity Bethlehem Self-
Selection Index Puritan Magellan Stock Managed Loan Combined
Fund Fund Fund Fund Fund Account Fund Funds
------------ ------------ -------- -------- --------- ------- ---- --------
Investment income
Net appreciation (depreciation) in fair
value of investments - $ .1 $(3.7) $(3.0) $(4.3) - - $(10.9)
Interest (Notes C and D) $ 20.6 - - - .1 - $ .5 21.2
Dividends - - 4.6 2.0 - - - 6.6
Contributions (Note C)
Participating employees 8.2 .5 2.9 3.9 .1 - - 15.6
Participating employers - - - - 7.4 - - 7.4
Withdrawals and distributions to
participants (Notes B and E) (27.3) (.6) (3.9) (2.3) (1.9) - (.3) (36.3)
Interfund transfers (9.6) - 4.1 2.2 (1.0) $2.7 1.6 -
Net increase (decrease) (8.1) - 4.0 2.8 .4 2.7 1.8 3.6
Net assets available for benefits
Beginning of year 345.1 8.5 53.5 48.0 39.6 - 7.3 502.0
------- ----- ------ ------ ------ ----- ----- -------
End of year $337.0 $8.5 $57.5 $50.8 $40.0 $2.7 $9.1 $505.6
======= ===== ====== ====== ====== ===== ===== =======
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<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 or more 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.
Administrative costs of the Plan are paid by Bethlehem.
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<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 (see Note C). Income from investments is recognized as
earned.
For financial reporting and 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 AND INVESTMENT OPTIONS
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 Employee 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. 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.
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<PAGE>
<PAGE> 7
The State Street Selection Fund is a fixed income fund consisting of
investments in fully benefit responsive guaranteed annuity contracts and one
immediate participation guarantee contract. The Fund is credited with interest
at the rates specified in the applicable contracts, which ranged from 3.55% to
9.37% and 3.50% to 9.37% for the years ended December 31, 1995 and 1994,
respectively. The Fund provided a blended interest rate of 6.64% for 1995 and
6.30% for 1994. Interest earned on investments in the State Street Selection
Fund is reinvested in that Fund. At December 31, 1995, the State Street
Selection Fund held a Metropolitan Life Insurance Company immediate
participation guarantee contract with a contract value of $31.9 million at
7.65%. There were no other individual investments, at December 31, 1995,
representing 5% or more of the Plan's net assets. As discussed in Note B, the
contracts are included in the financial statements at contract value, which
approximates fair value, due to their fully benefit responsive nature.
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. There were no dividends on Bethlehem Common Stock
for 1995 and 1994. The Plan provides that shares of Bethlehem Common Stock may
be purchased by the Trustee on the open market or directly from Bethlehem. 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.
During 1995 and 1994, Matching Company Contributions were made in shares of
Bethlehem Common Stock and all other contributions 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.
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<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.
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. Withdrawals of Matching Company Contributions from the Bethlehem
Stock Fund may not be made until after the end of the second calendar year
following the year of contribution.
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, 1995 and 1994, the Plan had a $67,161 and $38,041
obligation for withdrawals and distributions processed and approved, but not
yet paid to participants (including $38,041 at December 31, 1994, related 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.
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<PAGE> 9
NOTE F - FAIR VALUE OF INVESTMENTS
Investments valued at fair value are as follows (dollars in millions
except per share amounts):
Fair Value
--------------------
Shares Per Share Amount
------ --------- ------
December 31, 1995
- -----------------
State Street Index Fund 173,665 $97.062 $16.8
Fidelity Puritan Fund 3,743,974 17.010 63.7
Fidelity Magellan Fund 756,246 85.980 65.0
Bethlehem Stock Fund 2,651,292 13.875 36.8
December 31, 1994
- -----------------
State Street Index Fund 119,907 $70.561 $ 8.5
Fidelity Puritan Fund 3,828,822 14.810 56.7
Fidelity Magellan Fund 748,361 66.800 50.0
Bethlehem Stock Fund 2,099,483 18.000 37.8
NOTE G - TAX STATUS
Bethlehem has received determinations from the Internal Revenue
Service, the most recent of which is dated August 11, 1995, 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.
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 accordance
with the provisions of the Plan.
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<PAGE> 10
NOTE H - PARTICIPANTS
The number of participants who made contributions in each fund was:
Contributing Participants
-------------------------
1995 1994
---- ----
State Street Selection Fund 2,865 3,040
State Street Index Fund 691 552
Fidelity Puritan Fund 1,669 1,705
Fidelity Magellan Fund 1,890 1,934
Bethlehem Stock Fund 3,773 3,972
NOTE I - 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 J - 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 $7.4 million, 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 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 $6.4 million of the recorded contract
value at December 31, 1993. During 1995 and 1994, approximately $6.0 million
in payments were received as part of the Rehabilitation Plan thereby reducing
the ELIC GAC's recorded contract value to $1.4 million at December 31, 1995.
The remaining payments are estimated to occur during the period from March,
1996, through March, 1998, at which time Bethlehem will make a contribution to
fulfill its commitment to the Plan, presently estimated at approximately $1.1
million. Accordingly, no net loss has been recorded for the ELIC GAC, recorded
at contract value, in the accompanying financial statements.
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<PAGE> 11
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 $7.2 million for the Plan.
Additionally, the Rehabilitation Plan provides for interest on the MBLLAC WAC
at a rate of 3.55% for 1995 and 3.5% for 1994. Therefore, the guaranteed value
and accrued interest, as determined by the Rehabilitation Plan, is $8.3 million
at December 31, 1995. Subsequent to 1994, interest rates are 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.
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<PAGE> 12
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, 1995 and 1994, 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 26, 1996
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<PAGE> 13
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 Bethlehem Steel Corporation of our report dated
June 26, 1996, appearing on page 12 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, 1995.
/s/ Price Waterhouse LLP
- -------------------------------
Price Waterhouse LLP
1177 Avenue of the Americas
New York, NY 10036
June 28, 1996
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<PAGE> 14
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 28, 1996
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<PAGE> 15
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 28, 1996
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