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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BETHLEHEM STEEL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 24-0526133
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(State of Incorporation (I.R.S. Employer Identification No.)
or Organization)
1170 Eighth Avenue 18016-7699
BETHLEHEM, PENNSYLVANIA
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following box. please check the following box.
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Securities Act registration statement file number to which this
form relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which
to be so registered each class is to be registered
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Preference Stock New York Stock Exchange, Inc.
Purchase Rights (Pursuant Chicago Stock Exchange, Inc.
to Rights Agreement dated
as of July 29, 1998)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered
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On July 29, 1998, the Board of Directors of Bethlehem Steel
Corporation (the "Company") declared a dividend distribution of one Right for
each outstanding share of Common Stock, par value $1.00 per share, of the
Company ("Common Stock"). The distribution is payable to the stockholders of
record at the close of business on October 18, 1998. Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share of
a series of the Company's preference stock designated as Series A Junior
Participating Preference Stock ("Preference Stock") at a price of $60 per one
one-hundredth of a share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and First Chicago Trust Company of New
York, as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified in
the Rights Agreement, the Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), other than
as a result of repurchases of stock by the Company or certain actions by
institutional or certain other stockholders, or (ii) 10 business days (or such
later date as the Board shall determine prior to any person becoming an
Acquiring Person) following the commencement of a tender offer or exchange
offer that would result in a person or group becoming an Acquiring Person.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after the Record Date
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. Pursuant to the Rights
Agreement, the Company reserves the right to require prior to the occurrence of
a Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preference Stock
will be issued.
The Rights are not exercisable until the Distribution Date and will
expire at 5:00 P.M. (New York City time) on October 18, 2008 (the "Expiration
Date"), unless such date is extended or the Rights are earlier redeemed or
exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined
by the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to
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be fair and not inadequate and to otherwise be in the best interests
of the Company and its stockholders, after receiving advice from one or more
investment banking firms (a "Qualified Offer"), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of the event set
forth in this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person will be null and void. However, Rights are not exercisable following
the occurrence of the event set forth above until such time as the Rights are
no longer redeemable by the Company as set forth below.
For example, at an exercise price of $60 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $120
worth of Common Stock (or other consideration, as noted above) for $60.
Assuming that the Common Stock had a per share value of $15 at such time, the
holder of each valid Right would be entitled to purchase 8 shares of Common
Stock for $60.
In the event that, on or at any time after a Stock Acquisition Date,
the Company (i) engages in a merger or other business combination transaction
in which the Company is not the surviving corporation (other than with an
entity which acquired the shares pursuant to a Qualified Offer), (ii) the
Company engages in a merger or other business combination transaction in which
the Company is the surviving corporation and any shares of the Company's Common
Stock are changed into or exchanged for other securities or assets or (iii) 50%
or more of the assets, cash flow or earning power of the Company and its
subsidiaries (taken as a whole) are sold or transferred so that each holder of
a Right (except as noted below) shall thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring Company which at the time of
such transaction would have a market value (determined as provided in the
Rights Agreement) of two times the exercise price of the Right. The events set
forth in this paragraph and in the second preceding paragraph are referred to
as the "Triggering Events."
At any time until the tenth day after a Stock Acquisition Date, the
Company may redeem the rights in whole, but not in part, at a price of $.01 per
Right, (payable in cash, Common Stock or other consideration deemed appropriate
by the Board of Directors). Immediately upon the action of the Board of
Directors of the Company electing to redeem the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$.01 Redemption Price. The foregoing not withstanding, the Rights generally
may not be redeemed for one hundred eighty (180) days following a change in a
majority of the Board of Directors as a result of a proxy contest.
At any time after a person becomes an Acquiring Person and prior to
the acquisition by such person or group of fifty percent (50%) or more of the
outstanding Common Stock, the Board may exchange the Rights (other than Rights
owned by such person or group which have become void), in whole or in part, for
Common Stock at an exchange ratio of one share of Common Stock, or one
one-hundredth of a share of Preference Stock (or of a share of
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a class or series of the Company's preference stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company or in the event of the
redemption of the Rights as set forth above.
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights, or to shorten or lengthen any time
period under the Rights Agreement. The foregoing notwithstanding, no amendment
may be made at such time as the Rights are not redeemable.
As of October 5, 1998, there were 129,808,684 shares of Common Stock
of the Company issued and outstanding and 2,080,799 shares of Common Stock of
the Company in the treasury. As of October 5, 1998, options to purchase
5,309,446 shares of Common Stock were outstanding. Each share of Common Stock
of the Company outstanding at the close of business on October 18, 1998, will
receive one Right. So long as the Rights are attached to the Common Stock, one
additional Right (as such number may be adjusted pursuant to the provisions of
the Rights Agreement) shall be deemed to be delivered for each share of Common
Stock issued or transferred by the Company in the future. In addition,
following the Distribution Date and prior to the expiration or redemption of
the Rights, the Company may issue Rights when it issues Common Stock only if
the Board deems it to be necessary or appropriate, or in connection with the
issuance of shares of Common Stock pursuant to the exercise of stock options or
under employee plans or upon the exercise, conversion or exchange of certain
securities of the Company. One million five hundred thousand (1,500,000)
shares of Preference Stock are initially reserved for issuance upon exercise of
the Rights.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company in a manner which causes the Rights to become discount Rights unless
the offer is conditional on a substantial number of Rights being acquired. The
Rights, however, should not affect any prospective offeror willing to make an
offer at a price that is fair and not inadequate and otherwise in the best
interest of the Company and its stockholders. The Rights should not interfere
with any merger or other business combination approved by the Board since the
Board may, at its option, at any time until ten days following the Stock
Acquisition Date redeem all but not less than all the then outstanding Rights
at the Redemption Price.
The Rights Agreement, dated as of July 29, 1998, between the Company
and First Chicago Trust Company of New York, as Rights Agent, specifying the
terms of the Rights is attached hereto as an exhibit and is incorporated herein
by reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibit.
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Item 2. Exhibits.
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1 Rights Agreement, dated as of July 29, 1998, between
Bethlehem Steel Corporation and First Chicago Trust Company of
New York, as Rights Agent, including the form of Rights
Certificate as Exhibit A and the Summary of Rights to Purchase
Preference Stock as Exhibit B. Pursuant to the Rights Agreement,
printed Rights Certificates will not be mailed until after the
Distribution Date, as such term is defined in the Rights
Agreement (Rights Agreement incorporated by reference to
Bethlehem's Current Report on Form 8-K dated July 29, 1998).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: October 7, 1998 BETHLEHEM STEEL CORPORATION
By: /s/ L. A. Arnett
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Name: L. A. Arnett
Title: Vice President and Controller
(principal accounting officer)
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EXHIBIT INDEX
Exhibit Number Description Page
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1 Rights Agreement, dated as of July 29, 1998,
between Bethlehem Steel Corporation and First Chicago Trust
Company of New York, as Rights Agent, including the form of
Rights Certificate as Exhibit A and the Summary of Rights to
Purchase Preference Stock as Exhibit B. Pursuant to the Rights
Agreement, printed Rights Certificates will not be mailed until
after the Distribution Date, as such term is defined in the
Rights Agreement (Rights Plan incorporated by reference to
Bethlehem's Current Report on Form 8-K dated July 29, 1998).
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