<PAGE>1
As filed with the Securities and Exchange Commission on June 18, 1998
Registration No. 33-
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)
1998 STOCK INCENTIVE 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
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===========================================================================================
Proposed Proposed
Title Of Amount Maximum Maximum Amount Of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Unit (1) Offering Price (1) Fee
============= ========== ============== ================== ============
<S> <C> <C> <C> <C>
Common Stock 5,000,000 shares $11.25 $56,250,000 $16,593.75
Preference Stock
Purchase Rights (2) 5,000,000 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 average
of the high and low prices ($11.25 per share) of the Registrant's Common
Stock on the New York Stock Exchange Composite Tape on June 15, 1998.
(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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Bethlehem Steel Corporation ("Bethlehem") has filed the following
documents with the SEC, which are incorporated in this document by reference:
(i) Bethlehem's Annual Report on Form 10-K for the year ended December 31,
1997, file number 1-1941, (ii) all other reports filed by Bethlehem pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since December 31, 1997, (iii) the description of the Series A Junior
Participating Preference Stock, par value $1.00 per share, of Bethlehem set
forth in Bethlehem's Form 8-A/A dated January 12, 1996, file number 1-1941, and
(iv) the description of shares of Bethlehem Common Stock set forth in
Bethlehem's registration statement on Form S-3 dated March 8, 1994,
Registration Statement number 33-52209.
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, is a
participant in various employee benefit plans offered to employees of Bethlehem
generally and owns and has options to purchase shares of Bethlehem Common
Stock.
Item 6. Indemnification of Directors and Officers.
The following discussion is a summary of certain provisions relating
to indemnification of officers and directors of the Bethlehem Second Restated
Certificate of Incorporation, Bethlehem By-laws, Bethlehem's Indemnification
Assurance Agreements and the General Corporation Law of the State of Delaware
(the "DGCL"). Reference is made to, and this summary is qualified in its
entirety by, such Second Restated Certificate of Incorporation, By-laws,
Indemnification Assurance Agreements and the DGCL.
Section 145 of the DGCL: (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
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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.
It is and has been Bethlehem's policy to indemnify its officers and
directors against any costs, expenses and other liabilities to which they may
become subject by reason of their service to Bethlehem, and to insure its
directors and officers against such liabilities, as and to the extent permitted
by applicable law and in accordance with the principles of good corporate
governance. In this regard, Article IX of the Bethlehem By-laws requires
Bethlehem to indemnify its directors and officers to the maximum extent
permitted by the DGCL.
Pursuant to this policy, 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 Bethlehem By-laws 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 Bethlehem By-laws in the event that, for any
reason, Bethlehem shall not pay to them any such amounts.
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 DGCL permits a Delaware corporation to
include in its certificate of incorporation a provision eliminating 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 unlawful payment of dividends or unlawful stock purchase or
redemption or (iv) for any transaction from which the director receives an
improper personal benefit. Article Ninth of the Bethlehem Second Restated
Certificate of Incorporation includes such a provision.
Item 7. Exemption from Registration Claimed.
Not applicable.
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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 Exchange Act 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 that 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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
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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
all of 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
the 28th day of April, 1998.
BETHLEHEM STEEL CORPORATION
Registrant
By /s/ Lonnie A. Arnett
-------------------------------
Lonnie A. Arnett
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 28th day of April, 1998.
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Signatures Title
========== =====
<S> <C>
/s/ Curtis H. Barnette Director, Chairman and
------------------------- Chief Executive Officer
Curtis H. Barnette (principal executive
officer)
/s/ Gary L. Millenbruch Director, Executive Vice
------------------------- President and Treasurer
Gary L. Millenbruch (principal financial officer)
/s/ Lonnie A. Arnett Vice President and
------------------------- Controller (principal
Lonnie A. Arnett accounting officer)
/s/ Benjamin R. Civiletti Director
-------------------------
Benjamin R. Civiletti
/s/ Worley H. Clark Director
-------------------------
Worley H. Clark
/s/ John B. Curcio Director
-------------------------
John B. Curcio
</TABLE>
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<TABLE>
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<S> <C>
/s/ Lewis B. Kaden Director
-------------------------
Lewis B. Kaden
/s/ Harry P. Kamen Director
-------------------------
Harry P. Kamen
/s/ Robert McClements, Jr. Director
--------------------------
Robert McClements, Jr.
/s/ Roger P. Penny Director
--------------------------
Roger P. Penny
/s/ Shirley D. Peterson Director
--------------------------
Shirley D. Peterson
/s/ Dean P. Phypers Director
--------------------------
Dean P. Phypers
/s/ John F. Ruffle Director
--------------------------
John F. Ruffle
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
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<S> <C>
4(a) Rights Agreement, dated as of September 28, 1988,
between Bethlehem Steel Corporation and Morgan
Shareholder Services Trust Company (Incorporated by
reference from Exhibit 4(a) to Bethlehem's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993).
4(b) Amendment to Rights Agreement, dated as of November
1, 1995, between Bethlehem Steel Corporation and First
Chicago Trust Company of New York (formerly Morgan
Shareholder Services Trust Company) (Incorporated
by reference from Exhibit 4(a) to Bethlehem's
Annual Report Form 10-K for the fiscal year ended
December 31, 1995).
4(c) Bethlehem is a party to certain long-term debt
agreements where the amount involved does not
exceed 10% of Bethlehem's total consolidated
assets. Bethlehem agrees to furnish a copy of any
such agreement to the Commission upon request.
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
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Exhibit 5
Bethlehem Steel Corporation
June 18,1998
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 5,000,000
shares of Bethlehem Common Stock, par value $1 per share ("Common Stock"),
under the 1998 Stock Incentive 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 am admitted to practice in the Commonwealth of Pennsylvania, and I
express no opinion herein as to any matters governed by any law other than the
law of the Commonwealth of Pennsylvania, the corporate law (including without
limitation the General Corporation Law) of the State of Delaware and the
Federal law of the United States of America.
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
Exhibit 23(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 28, 1998, which appears on
page 25 of the 1997 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, 1997.
We also consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page F-1 of such Annual Report
on Form 10-K.
/s/ Price Waterhouse LLP
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1177 Avenue of the Americas
New York, NY 10036
June 18, 1998
