UNITED STATES
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, 1997
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, 1997, 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, 1997, for the
Savings Plan for Salaried Employees of
Bethlehem Steel Corporation and
Subsidiary Companies
UNITED STATES
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 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended December 31, 1997
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> 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, 1997
---------------------------------------------------------------------
(Dollars in Millions)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
State Street
State Street S&P 500 Fidelity Fidelity Bethlehem Self-
Stable Fixed Flagship Puritan Magellan Stock Managed Loan Total
Income Fund Fund Fund Fund Fund Account Fund Funds
------------ ------------ -------- -------- --------- ------- ---- --------
Assets
Investments $269.9 $55.9 $81.3 $73.4 $33.7 $13.7 - $527.9
Loans to participants - - - - - - $9.0 9.0
Receivables
Interest 1.7 - - - - - - 1.7
Contributions - Employees .5 .2 .2 .3 - - - 1.2
- Employer - - - - .5 - - .5
Interfund transfers receivable (payable) .1 - - .1 .1 - (.3) -
Cash and cash equivalents 24.5 - .7 .5 .8 - - 26.5
------ ----- ----- ----- ----- ---- ----- ------
Net assets available for benefits $296.7 $56.1 $82.2 $74.3 $35.1 $13.7 $8.7 $566.8
====== ===== ===== ===== ===== ==== ===== ======
The accompanying notes are an integral part of these financial statements.
</TABLE>
- 1 -
<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, 1996
--------------------------------------------------------------------
(Dollars in Millions)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
State Street
State Street S&P 500 Fidelity Fidelity Bethlehem Self-
Stable Fixed Flagship Puritan Magellan Stock Managed Loan Total
Income Fund Fund Fund Fund Fund Account Fund Funds
------------ ------------ -------- -------- --------- ------- ---- --------
Assets
Investments $292.2 $32.7 $71.4 $63.7 $29.9 $9.7 - $499.6
Loans to participants - - - - - - $10.0 10.0
Receivables
Interest 1.7 - - - - - .1 1.8
Contributions - Employees .6 .2 .2 .3 - - - 1.3
- Employer - - - - .6 - - .6
Interfund transfers receivable (payable) .3 (.1) - - - .1 (.3) -
Cash and cash equivalents 24.9 - .6 .6 .7 - - 26.8
------ ----- ----- ----- ----- ---- ----- ------
Net assets available for benefits $319.7 $32.8 $72.2 $64.6 $31.2 $9.8 $ 9.8 $540.1
====== ===== ===== ===== ===== ==== ===== ======
The accompanying notes are an integral part of these financial statements.
</TABLE>
- 2-
<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, 1997
---------------------------------------------------------
(Dollars in Millions)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
State Street
State Street S&P 500 Fidelity Fidelity Bethlehem Self-
Stable Fixed Flagship Puritan Magellan Stock Managed Loan Total
Income Fund Fund Fund Fund Fund Account Fund Funds
------------ ------------ -------- -------- --------- ------- ---- --------
Additions to net assets attributed to:
Investment income
Net appreciation (depreciation) in fair
value of investments - $12.4 $ 8.8 $10.7 $(1.2) $ 1.1 - $ 31.8
Interest $ 19.9 - - - .1 - $ .8 20.8
Dividends - - 6.6 4.8 - .6 - 12.0
Contributions
Employees 6.4 2.5 2.9 3.1 .2 - - 15.1
Employer - - - - 6.6 - - 6.6
------- ----- ------ ------ ------ ------ ----- -------
Total additions 26.3 14.9 18.3 18.6 5.7 1.7 .8 86.3
------- ----- ------ ------ ------ ------ ----- -------
Deductions from net assets attributed to:
Withdrawals and distributions to
participants (41.2) (3.6) (6.0) (6.0) (2.5) - (.3) (59.6)
------- ----- ------ ------ ------ ------ ----- -------
Net increase (decrease)
prior to interfund transfers (14.9) 11.3 12.3 12.6 3.2 1.7 .5 26.7
------- ----- ------ ------ ------ ------ ----- -------
Interfund transfers (8.1) 12.0 (2.3) (2.9) .7 2.2 (1.6) -
------- ----- ------ ------ ------ ------ ----- -------
Net increase (decrease) (23.0) 23.3 10.0 9.7 3.9 3.9 (1.1) 26.7
Net assets available for benefits:
Beginning of year 319.7 32.8 72.2 64.6 31.2 9.8 9.8 540.1
------- ----- ------ ------ ------ ------ ----- -------
End of year $296.7 $56.1 $82.2 $74.3 $35.1 $13.7 $8.7 $566.8
======= ===== ====== ====== ====== ====== ===== =======
The accompanying notes are an integral part of these financial statements.
</TABLE>
- 3 -
<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, 1996
---------------------------------------------------------
(Dollars in Millions)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
State Street
State Street S&P 500 Fidelity Fidelity Bethlehem Self-
Stable Fixed Flagship Puritan Magellan Stock Managed Loan Total
Income Fund Fund Fund Fund Fund Account Fund Funds
------------ ------------ -------- -------- --------- ------- ---- --------
Additions to net assets attributed to:
Investment income
Net appreciation (depreciation) in fair
value of investments - $ 5.0 $ 1.4 $(3.5) $(13.2) $ .5 - $ (9.8)
Interest $ 20.8 - - - .1 - $ .9 21.8
Dividends - - 8.2 10.6 - .3 - 19.1
Contributions
Employees 9.3 1.5 2.8 3.8 .2 - - 17.6
Employer - - - - 7.0 - - 7.0
------- ------ ------ ------ ------ ---- ---- -------
Total additions 30.1 6.5 12.4 10.9 (5.9) .8 .9 55.7
------- ------ ------ ------ ------ ---- ---- -------
Deductions from net assets attributed to:
Withdrawals and distributions to
participants (36.7) (1.9) (5.4) (4.4) (2.1) - (.4) (50.9)
------- ------ ------ ------ ------ ---- ---- -------
Net increase (decrease)
prior to interfund transfers (6.6) 4.6 7.0 6.5 (8.0) .8 .5 4.8
------- ------ ------ ------ ------ ---- ---- -------
Interfund transfers (7.4) 11.2 .6 (8.0) .9 3.3 (.6) -
------- ------ ------ ------ ------ ---- ---- -------
Net increase (decrease) (14.0) 15.8 7.6 (1.5) (7.1) 4.1 (.1) 4.8
Net assets available for benefits:
Beginning of year 333.7 17.0 64.6 66.1 38.3 5.7 9.9 535.3
------- ------ ------ ------ ------ ---- ---- -------
End of year $319.7 $32.8 $72.2 $64.6 $31.2 $9.8 $9.8 $540.1
======= ====== ====== ====== ====== ==== ==== =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 4 -
<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. The
Plan has a trust (the Trust) under a Trust Agreement with State Street Bank and
Trust Company (the Trustee). State Street is also the Plan's investment
manager. The Employee Benefits Administration Committee, consisting of five or
more officers and employees of Bethlehem, is the administrator of the Plan.
Administrative expenses of the Plan are paid by Bethlehem.
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% (14% for nonhighly compensated employees, as defined by the
Plan) of eligible salary contributed 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. Effective January 1, 1998, the
maximum percentage of eligible salary which an eligible employee (highly and
nonhighly compensated) may elect as Before-Tax Contributions was increased to
21%. Before-Tax and After-Tax Contributions are subject to a combined limit of
21% of eligible salary.
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. Nonhighly compensated
employees are limited to After-Tax Supplemental Contributions of from 7% to 10%
depending upon the amount elected as Before-Tax Contributions. Participants
should refer to the Plan document for a complete description of the Plan
provisions.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
- -------------------
The financial statements are prepared on the accrual basis of
accounting.
- 5 -
<PAGE> 6
Investments and Investment Income
- ---------------------------------
Investments in Bethlehem Common Stock and equity and fixed income
securities are valued at fair value based upon the last published quotations
for the last business day of the year. Mutual fund and common/collective trust
investments are valued at net asset value representing the value at which
shares of the fund may be purchased or redeemed. 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). Loans to participants are valued at cost which
approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
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 with original maturities at the time of acquisition of three months
or less. Cash equivalents are stated at cost plus accrued interest, which
approximates fair value.
Withdrawals and Distributions
- -----------------------------
Withdrawals and distributions to participants 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 Stable Fixed Income Fund, State Street S&P 500 Flagship 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.
The State Street Stable Fixed Income Fund (the Fixed Income Fund) is a
fixed income fund consisting of investments in fully benefit responsive
guaranteed annuity contracts (GAC) and one immediate participation guarantee
contract. The contracts are credited with interest at the
- 6 -
<PAGE> 7
rates specified in the applicable contracts, which ranged from
5.17% to 9.75% and 4.72% to 9.50% for the years ended December 31, 1997 and
1996, respectively. The Fixed Income Fund had an average yield of 6.71% for
1997 and 6.66% for 1996. The Fixed Income Fund had five contracts at December
31, 1997 and 1996, representing 14.7% and 15.7% of the fund's net assets,
respectively, that had interest rate reset provisions. These contracts were
credited with interest rates ranging from 6.07% to 9.75% and from 5.03% to
9.50% for the years ended December 31, 1997 and 1996, respectively. Interest
earned on investments in the Fixed Income Fund is reinvested in that fund.
There were no individual investments at December 31, 1997 and 1996 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 S&P 500 Flagship 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 1997 and 1996. 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 1997 and 1996, Matching Company Contributions were made in shares of
Bethlehem Common Stock and all other contributions were made in cash.
The Self-Managed Account (SMA) gives 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. Assets invested in the Fixed Income 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.
NOTE D - LOAN PROVISION
The Plan has a loan provision 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 with an account balance
of $2,000 or more is eligible for a loan. Participants are permitted to have
up to two loans outstanding at one time.
- 7 -
<PAGE> 8
Participants may not borrow from the Bethlehem Stock Fund or the SMA.
The term of the loan is generally 12 to 57 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 to the other 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 a participant's employment, the participant,
or in the event of a participant's death, 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, 1997, the Plan had a $23,198 obligation for
withdrawals processed and approved, but not yet paid to participants. There
was no such obligation at December 31, 1996. This obligation is reported as a
liability for Department of Labor Form 5500 reporting purposes, but not for
purposes of these financial statements.
NOTE F - FAIR VALUE OF INVESTMENTS
Investments valued at fair value are as follows (dollars in millions
except per share amounts):
- 8 -
<PAGE>9
<TABLE>
<CAPTION>
Fair Value
---------------------
Shares Per Share Amount
------ --------- ------
December 31, 1997
- -----------------
<S> <C> <C> <C>
State Street S&P 500 Flagship Fund* 350,479 $159.256 $55.8
Fidelity Puritan Fund* 4,192,488 19.380 81.2
Fidelity Magellan Fund* 770,621 95.270 73.4
Bethlehem Stock Fund* 3,910,081 8.625 33.7
December 31, 1996
- -----------------
State Street S&P 500 Flagship Fund* 274,332 $119.404 $32.7
Fidelity Puritan Fund* 4,139,448 17.240 71.4
Fidelity Magellan Fund* 790,451 80.650 63.7
Bethlehem Stock Fund* 3,316,456 9.000 29.9
</TABLE>
* The investment funds identified represented greater than 5% of the Plan's
net assets for the applicable year ended December 31.
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.
- 9 -
<PAGE> 10
NOTE H - 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 I - OTHER MATTERS
The Plan's Fixed Income Fund 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 Fixed Income 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 rates of 9.75% for the second half of 1997, 6.35% for the first half of 1997
and 6.25% for the year 1996. Therefore, the guaranteed value and accrued
interest, as determined by the Rehabilitation Plan, is $9.2 million at December
31, 1997. Subsequent to 1994, interest rates are reset periodically until
final maturity, but cannot go below 0%. On January 9, 1997, the Supreme Court
of New Jersey approved a new settlement agreement which provides for the
restructured MBLLAC WAC to be paid out on or about December 31, 1999.
Accordingly, no provision for loss has been accrued for the MBL GAC, recorded
at contract value, in the accompanying financial statements.
- 10 -
<PAGE>11
ATTACHMENT I
EIN: 24-0526133
PN: 100
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
SCHEDULE G (PART I) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
---------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
Identity of issue Description of investment Cost Current Value
------------------------------------- ---------------------------- ------------- -------------
State Street Stable Fixed Income Fund
-------------------------------------
Allstate Life Insurance Company GAC at 8.23% maturing 06/30/98, $ 16,403,179 $ 16,403,179
12/31/98, 06/30/99, 12/31/99
CDC Investment Management Corporation GAC at 7.37% maturing 03/31/98, 15,179,327 15,179,327
09/30/98, 03/31/99
Principal Mutual Life Insurance Company GAC at 8.09% maturing 06/30/98, 15,178,513 15,178,513
12/31/98, 06/30/99, 12/31/99
CDC Investment Management Corporation GAC at 8.14% maturing 03/31/98, 12,906,873 12,906,873
09/30/98, 12/31/98, 03/31/99
Metropolitan Life Insurance Company IPG Contract at variable rates 12,012,747 12,012,747
Metropolitan Life Insurance Company GAC at variable rates with open ended 11,053,285 11,053,285
maturity
New York Life Insurance Company GAC at 6.22% maturing 05/15/2002 9,799,212 9,799,212
Peoples Security Life Insurance Company GAC at 5.80% maturing 03/31/98, 9,266,149 9,266,149
09/30/98
MBL Life Assurance Corporation WAC at variable rates maturing 12/31/99 9,243,452 9,243,452
The Prudential Insurance Company GAC at 6.21% maturing 05/29/98, 11/30/98 9,102,244 9,102,244
of America 05/31/99, 10/29/99
The Prudential Insurance Company GAC at 6.83% maturing 09/30/98, 09/30/99 8,464,424 8,464,424
of America
First Allmerica Life Insurance Company GAC at 6.25% maturing 06/30/98, 06/30/99 8,320,235 8,320,235
Pacific Mutual Life Insurance Company GAC at 6.79% maturing 07/31/2000, 7,948,690 7,948,690
07/31/2001, 04/30/2002
Morgan Guaranty Trust Company GAC at 7.06% maturing 05/15/2001 7,755,401 7,755,401
of New York
AIG Financial Products Corporation GAC at 6.91% maturing 02/26/99, 08/31/2000, 7,665,335 7,665,335
11/30/2001
Transamerica Occidental Life Insurance GAC at 7.00% maturing 04/30/99, 7,613,180 7,613,180
Company 04/28/2000, 01/31/2001, 04/30/2001
AIG Financial Products Corporation GAC at 6.6472% maturing 08/06/2001, 7,375,382 7,375,382
02/06/2002
The Life Insurance Company of Virginia GAC at 6.90% maturing 11/30/99, 12/29/2000, 7,227,556 7,227,556
06/29/2001, 03/29/2002, 06/28/2002
Continental Assurance Company GAC at 7.16% maturing 08/31/98, 7,165,540 7,165,540
08/31/99, 05/31/2000
CDC Investment Management Corporation GAC at 6.415% maturing 11/15/2002 6,280,439 6,280,439
</TABLE>
- 11 -
<PAGE> 12
ATTACHMENT I
EIN: 24-0526133
PN: 100
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
SCHEDULE G (PART I) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
---------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
Identity of issue Description of investment Cost Current Value
------------------------------------- ---------------------------- ------------- -------------
State Street Stable Fixed Income Fund
-------------------------------------
New York Life Insurance Company GAC at 6.20% maturing 02/27/98, $ 6,086,921 $ 6,086,921
01/29/99
Continental Assurance Company GAC at 5.20% maturing 06/30/98 6,072,811 6,072,811
Transamerica Occidental Life Insurance GAC at 6.32% maturing 11/01/99, 6,059,732 6,059,732
Company 05/01/2000, 10/31/2000
Peoples Security Life Insurance Company GAC at 6.37% maturing 11/30/2000, 6,000,000 6,000,000
10/31/2001, 10/31/2002
The Prudential Insurance Company GAC at 6.74% maturing 10/30/98, 5,802,568 5,802,568
of America 10/31/2000, 10/31/2001
Union Bank of Switzerland GAC at variable rates maturing 07/15/2002 5,632,445 5,632,445
Peoples Security Life Insurance Company GAC at variable rates maturing 03/31/99, 5,532,668 5,532,668
12/31/99, 03/31/2000
Transamerica Occidental Life Insurance GAC at 6.08% maturing 11/30/98, 5,186,488 5,186,488
Company 11/30/99, 11/30/2000
Principal Mutual Life Insurance Company GAC at 6.15% maturing 07/30/99, 4,321,374 4,321,374
07/31/2000
John Hancock Mutual Life Insurance GAC at 6.80% maturing 10/02/2000, 4,303,686 4,303,686
Company 10/01/2001
Principal Mutual Life Insurance Company GAC at 6.42% maturing 11/30/2001 4,270,610 4,270,610
John Hancock Mutual Life Insurance GAC at 5.45% maturing 12/31/98 4,162,463 4,162,463
Company
Hartford Life Insurance Company GAC at 5.17% maturing 01/02/98 4,069,755 4,069,755
Provident Life & Accident Insurance GAC at 5.47% maturing 03/31/98 3,765,162 3,765,162
Company
Metropolitan Life Insurance Company GAC at 6.16% maturing 10/31/98 2,137,505 2,137,505
Executive Life Insurance Company Annual installments from trusts 571,101 571,101
Trust Assets
Total State Street Stable Fixed 269,936,452 269,936,452
Income Fund
State Street Bank and Trust Company S&P 500 Flagship Fund 37,669,491 55,815,854
Fidelity Institutional Retirement Puritan Fund 66,667,140 81,250,421
Services Company
Fidelity Institutional Retirement Magellan Fund 56,916,877 73,417,073
Services Company
Bethlehem Steel Corporation Stock Fund 52,547,578 33,724,452
State Street Bank and Trust Company Self-Managed Account 12,892,557 13,721,508
State Street Bank and Trust Company Short-Term Investment Fund 26,523,625 26,523,625
Participant Loans Rates of 6.5% - 11.5% 8,990,529 8,990,529
Grand Total $ 532,144,249 $ 563,379,914
============= =============
</TABLE>
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<PAGE> 13
ATTACHMENT II
EIN: 24-0526133
PN: 100
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
SCHEDULE G (PART V) - SCHEDULE OF REPORTABLE TRANSACTIONS
---------------------------------------------------------
<TABLE>
<CAPTION>
(h)
(f) Current
Expense (g) value of
(a) (c) (d) (e) incurred Cost asset on (i)
Identity of party (b) Purchase Selling Lease with of transaction Net gain
involved Description of asset price price Rental transaction Asset date or (loss)
- ---------------------- ------------------------ ----------- ----------- ------ ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
State Street Bank and Stable Fixed Income Fund $33,848,645 $33,848,645 $33,848,645
and Trust Company
State Street Bank and Stable Fixed Income Fund $56,103,084 $56,103,084 $56,103,084
and Trust Company
</TABLE>
- 13 -
<PAGE> 14
[Letterhead of Price Waterhouse LLP]
REPORT OF INDEPENDENT AUDITORS
------------------------------
June 25, 1998
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, 1997 and 1996, 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 schedules of assets held for investment purposes and 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 statements of net assets
available for benefits and the statements 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
- 14 -
<PAGE> 15
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. 33-58021, No.
33-60507, No. 33-53895 and No. 33-57157) of Bethlehem Steel Corporation of
our report dated June 25, 1998, appearing on page 14 of this Form 11-K.
/s/ Price Waterhouse LLP
- -------------------------------
Price Waterhouse LLP
1177 Avenue of the Americas
New York, NY 10036
June 25, 1998
- 15 -
<PAGE> 16
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/ A. E. Moffitt, Jr.
-------------------------------------
A. E. Moffitt, Jr.
Chairman, Employee Benefits
Administration Committee
Date: June 25, 1998
- 16 -
<PAGE> 17
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, Chief
Financial Officer and Treasurer
Date: June 25, 1998
- 17 -
