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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 1998
Bethlehem Steel Corporation
(Exact name of registrant as specified in its charter)
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Delaware 1-1941 24-0526133
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification
Number)
1170 Eighth Avenue
Bethlehem, Pennsylvania 18016-7699
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 694-2424
None
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On May 29, 1998, Bethlehem Steel Corporation, a Delaware corporation
("Bethlehem"), acquired Lukens Inc., a Delaware corporation ("Lukens"),
pursuant to an Agreement and Plan of Merger dated as of December 15, 1997,
as amended as of January 4, 1998 (as so amended, the "Merger Agreement")
among Bethlehem, Lukens and Lukens Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Bethlehem ("Merger Sub"). The
acquisition was accomplished by means of a merger of Merger Sub with and
into Lukens (the "Merger"). As a result of the Merger, Lukens became a
wholly owned subsidiary of Bethlehem. Bethlehem then caused Lukens to be
merged with and into Bethlehem.
Holders of common stock of Lukens, par value $.01 per share ("Lukens
Common Stock"), had an opportunity to elect to receive, subject to
proration and certain other conditions and limitations, their merger
consideration in the form of either cash or shares of common stock of
Bethlehem, par value $1.00 per share ("Bethlehem Common Stock"). Each share
of Lukens Common Stock for which a cash election was made was converted
into the right to receive $30 in cash. Because the holders of Lukens Common
Stock effectively elected to receive more shares of Bethlehem Common Stock
than were available under the terms of the Merger Agreement, the stock
consideration was prorated. As a result, each share of Lukens Common Stock
for which a cash election was not made was converted into the right to
receive $19.07 in cash and 1.0485 shares of Bethlehem Common Stock. Each
share of Series B ESOP Convertible Preferred Stock of Lukens, par value
$.01 per share ("Lukens Preferred Stock"), was converted into the right to
receive $57.21 in cash and 3.1455 shares of Bethlehem Common Stock. Cash
will be paid in lieu of fractional shares of Bethlehem Common Stock.
The total consideration to be paid by Bethlehem to the former Lukens
stockholders will consist of 15,082,542 shares of Bethlehem Common Stock
and $334,090,362 in cash ($59,749,620 to Lukens stockholders who elected
cash and the remainder to Lukens stockholders who were deemed to have
elected stock and were prorated). The sources of the cash consideration to
be paid by Bethlehem are a term loan from Union Bank of Switzerland in the
amount of $200 million and cash on hand at Bethlehem.
First Chicago Trust Company of New York will serve as the exchange
agent (the "Exchange Agent") for payment and issuance of the merger
consideration. As soon as reasonably practicable, the Exchange Agent will
mail or deliver a letter of transmittal to each person who was a holder of
Lukens Common Stock or Lukens Preferred Stock at the effective time of the
Merger (other than holders that previously surrendered all their
certificates in connection with a cash election). The letter of transmittal
will contain instructions for surrendering certificates formerly
representing shares of Lukens Common Stock or Lukens Preferred Stock in
exchange for the cash and shares of Bethlehem Common Stock that such holder
has a right to receive. Stockholders that have already surrendered all
their certificates in connection with a cash election need not complete a
letter of transmittal.
Copies of the following press releases issued by Bethlehem are
attached as exhibits hereto and are incorporated herein by reference: (i) a
press release dated May 29, 1998 announcing completion of the acquisition
of Lukens (Exhibit 99.1) and (ii) a press release dated June 2, 1998
announcing the final results of the cash elections and the resulting
proration calculations.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired:
Previously reported.
(b) Pro forma financial information:
Previously reported.
(c) Exhibits.
Exhibit Description
2.1* Agreement and Plan of Merger dated as of December 15, 1997, as
amended as of January 4, 1998, between Bethlehem Steel Corporation,
Lukens acquisition Corporation and Lukens Inc.
99.1 Press Release dated May 29, 1998 announcing completion of the
acquisition of Lukens Inc.
99.2 Press Release dated June 2, 1998 announcing the final results of
the cash elections and the resulting proration calculations.
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* Incorporated by reference to the Registration Statement of Bethlehem
Steel Corporation on Form S-4 as filed on April 24, 1998 (Registration
No. 333-50997).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BETHLEHEM STEEL CORPORATION
(Registrant)
Date: June 9, 1998 By: /s/ L. A. ARNETT
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(Signature)
Name: L. A. Arnett
Title: Vice President and Controller
(principal accounting officer)
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EXHIBIT INDEX
Exhibit Description
2.1* Agreement and Plan of Merger dated as of December 15, 1997, as
amended as of January 4, 1998, between Bethlehem Steel Corporation,
Lukens Acquisition Corporation and Lukens Inc.
99.1 Press Release dated May 29, 1998 announcing completion of the
acquisition of Lukens Inc.
99.2 Press Release dated June 2, 1998 announcing the final results of
the cash elections and the resulting proration calculations.
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* Incorporated by reference to the Registration Statement of Bethlehem
Steel Corporation on Form S-4 as filed on April 24, 1998 (Registration
No. 333-50997).
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EXHIBIT 99.1
BETHLEHEM, Pa., May 29, 1998--Bethlehem Steel Corporation today
completed its acquisition of Lukens Inc., strengthening its position as the
leading producer and supplier of steel plate products.
The transaction, valued at about $800 million, was completed
earlier today following approval yesterday of the merger by shareholders of
Lukens Inc. The equity value of the transaction is about $550 million, with
about $335 million in the form of cash and the balance in Bethlehem common
stock. Bethlehem also assumed about $250 million in debt.
Curtis H. Barnette, chairman and chief executive officer of
Bethlehem Steel, said: "The completion of our acquisition of Lukens joins
two of the world's preeminent steel plate producers to form Bethlehem
Lukens plate, a Division of Bethlehem Steel Corporation. We have been
preparing for the consolidation of our companies in anticipation of
approval of this merger. Therefore, today, the Division begins its
operations. We are staffed and equipped to immediately meet our customers'
needs and to provide a full range of steel plate products and services."
Bethlehem's chairman added, "Bethlehem continues to believe that this
combination will increase its earnings per share after an initial
transition period required to integrate the operations of the two companies
and to sell the stainless assets. It will also allow us to maximize
facility capabilities, achieve efficiencies and better serve our plate
customers."
Bethlehem expects that the acquisition of Lukens will increase
its annual revenues to about $5 billion and its annual shipments to about
9.5 million tons.
Bethlehem Lukens Plate currently has six plate mills that
combined produce about 2.3 million tons annually--two in Burns Harbor, Ind.
- - 160" and 110" sheared plate mills; two in Coatesville - 140" and 206"
sheared mills; a 110" combination Steckel/sheared mill in Conshohocken,
Pa., and a 160" sheared mill in Sparrows Point, Md. To maximize
efficiencies and productivity, Bethlehem plans to close the Sparrows Point
Plate mill and the 206" plate mill in Coatesville later this year. With the
increased utilization of the remaining four mills, Bethlehem Lukens Plate
will have shipments of about 2.3 million tons annually. Bethlehem
previously announced that it will record a restructuring charge of about
$35 million before taxes in the second quarter of 1998 in connection with
the anticipated closing of the Sparrows Point mill.
As previously announced, Bethlehem has entered into an agreement
with Allegheny Teledyne Incorporated under which Allegheny will purchase
certain assets that Lukens used in the manufacture of stainless steel
products. Under separate agreements, Bethlehem will provide Allegheny with
conversion services for stainless steel hot bands and coiled plate, and
Allegheny will supply hot rolled bands to Bethlehem for further processing
on the Lukens stainless steel coil finishing facilities until those
facilities are subsequently sold by Bethlehem.
Consistent with Bethlehem's strategy of concentrating on its core
steel business and building on its strength in the production of carbon and
alloy steel products, Bethlehem said it will continue its efforts to sell
the stainless sheet rolling operations at Washington, Pa.; the cold rolling
and finishing facility for stainless sheet at Massillon, Ohio, and the
Washington Specialty Metals processing and distribution business with
headquarters in Buffalo Grove, Ill. "There has been a good level of
interest expressed in these businesses, and we hope to complete their sale
and implement the Allegheny Teledyne agreements in the near future," Mr.
Barnette said.
Bethlehem Lukens Plate, with headquarters in Coatesville, is led
by Van R. Reiner as president of the division. Mr. Reiner holds a bachelor
of science degree in chemistry from
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Wittenburg University and a master of science degree from Lehigh
University. He has completed executive education programs at Duke
University and the University of Pennsylvania's Wharton School. A Bethlehem
employee since 1974, Mr. Reiner most recently served as senior manager,
operations, at Bethlehem Steel's Burns Harbor, Ind., Division. Mr. Reiner
said, "We are excited about the excellent team of employees at Bethlehem
Lukens Plate. We all are focused on executing a business plan to deliver to
our customers the highest quality plates and service in the industry that
will enhance our position as the Premier Plate Producer."
The principal consuming market for plate products are
construction, industrial machinery, farm equipment, transportation,
railroad car, pipe and tube, oil and gas pipeline, and shipbuilding
industries.
Bethlehem Steel is the nation's second largest integrated
steelmaker and primarily manufactures and sells a wide variety of steel
mill products.
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EXHIBIT 99.2
BETHLEHEM, Pa., June 2, 1998--Bethlehem Steel Corporation
announced the final results of the cash elections and the resulting
proration calculations in connection with the merger agreement between
Bethlehem and Lukens Inc. As previously announced, the merger was completed
on Friday, May 29, 1998.
Holders of Lukens common stock had the opportunity, until 5:00
p.m. on May 27, 1998, to elect to receive cash in the merger. Cash
elections were made with respect to 1,991,654 shares of Lukens common
stock. Based on these results, each share of Lukens common stock for which
a cash election was made was converted in the merger into the right to
receive $30 in cash. Each share of Lukens common stock for which a cash
election was not made was converted into the right to receive $19.07 in
cash and 1.0485 shares of Bethlehem common stock. Each share of Lukens
Series B ESOP Convertible Preferred Stock was converted into the right to
receive $57.21 in cash and 3.1455 shares of Bethlehem common stock. Cash
will be paid in lieu of fractional shares of Bethlehem common stock.
