As Filed with the Securities and Exchange Commission on May 29, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BETHLEHEM STEEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 24-0526133
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1170 Eighth Avenue
Bethlehem, Pennsylvania 18016-7699
(Address of Principal Executive Offices) (Zip Code)
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Lukens Inc. 1985 Stock Option and Appreciation Plan
Lukens Inc. Stock Option Plan for Non-Employee Directors
Employment Agreement dated October 12, 1991, between
R. William Van Sant and Lukens Inc.
Capital Accumulation Plan for Certain Salaried Employees of
Bethlehem Lukens Plate Division
Bethlehem Lukens Plate Division Group Capital Accumulation Plan
Capital Accumulation Plan for Certain Hourly Employees of
Bethlehem Lukens Plate Division (USW, AFL-CIO,
Coatesville, PA)
Capital Accumulation Plan for Certain Hourly Employees of
Washington Steel Corporation (Houston and
Washington, PA)
Capital Accumulation Plan for Certain Employees of
Washington Steel Corporation (Massillon, OH)
(Full titles of the plans)
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William H. Graham, Esq.
Vice President, General Counsel and Secretary
Bethlehem Steel Corporation
1170 Eighth Avenue
Bethlehem, Pennsylvania 18016-7699
(610) 694-2424
(Name, address and telephone number, including area code,
of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Amount to be Proposed maximum Proposed maximum Amount of
Title of securities to be registered registered offering price per share aggregate offering price registration fee
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<S> <C> <C> <C> <C> <C>
Common Stock, par value $1.00 per share N/A (1) N/A (1) $35,656,983(2) $10,519
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Common Stock, par value $1.00 per share 4,000,000 (3) $13.281 (4) $53,124,000 $15,672
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Rights to purchase Series A Junior N/A(5) N/A(5) N/A(5) N/A(5)
Participating Preference Stock,
par value $1.00 per share
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Total N/A(1) N/A(1) $88,763,856 $26,191
=========================================================================================================================
<FN>
(1) Pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the
"Securities Act"), only the title of the class of securities to be
registered, the proposed maximum aggregate offering price for such class
of securities and the amount of the registration fee need appear in the
"Calculation of Registration Fee" table.
(2) The proposed maximum aggregate offering price for the shares of Common
Stock of Bethlehem Steel Corporation, par value $1.00 per share
("Bethlehem Common Stock"), to be issued with respect to outstanding
employee stock options of Lukens Inc. under the (a) Lukens Inc. 1985 Stock
Option and Appreciation Plan, (b) Lukens Inc. Stock Option Plan for
Non-Employee Directors and (c) Employment Agreement dated October 12,
1991, between R. William Van Sant and Lukens Inc. (collectively, the
"Option Plans") pursuant to the Agreement and Plan of Merger dated as of
December 15, 1997, as amended as of January 4, 1998 (the "Merger
Agreement"), among Bethlehem Steel Corporation, Lukens Inc. and Lukens
Acquisition Corporation, a wholly owned subsidiary of Bethlehem Steel
Corporation has been estimated solely for the purpose of calculating the
registration fee as the product of (x) 1,378,847, the maximum number of
shares of common stock of Lukens Inc. subject to options under the Option
Plans before the merger and (y) $25.86, the weighted average of the
exercise price of options under the Option Plans outstanding before the
merger.
(3) Represents the maximum number of shares of Bethlehem Common Stock that may
be acquired under the (a) Capital Accumulation Plan for Certain Salaried
Employees of Bethlehem Lukens Plate Division, (b) Bethlehem Lukens Plate
Division Group Capital Accumulation Plan, (c) Capital Accumulation Plan
for Certain Hourly Employees of Bethlehem Lukens Plate Division (USW,
AFL-CIO, Coatesville, PA), (d) Capital Accumulation Plan for Certain
Hourly Employees of Washington Steel Corporation (Houston and Washington,
PA) and (e) Capital Accumulation Plan for Certain Employees of Washington
Steel Corporation (Massillon, OH) (collectively, the "Capital
Accumulation Plans," and together with the Option Plans, the "Plans").
(4) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(h) and Rule 457(c) under the Securities Act,
based upon the average of the high and low prices per share of
Bethlehem Common Stock as reported on the New York Stock Exchange on
May 22, 1998.
(5) The rights to purchase Series A Junior Participating Preference Stock, par
value $1.00 per share (the "Rights"), are evidenced by the certificates
for the shares of the Common Stock and automatically trade with the Common
Stock. The value attributable to such Rights, if any, is reflected in the
offering price of the Common Stock.
</FN>
</TABLE>
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In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
listed above.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of 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 fiscal
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 and 15(d) of the Exchange Act, after the date hereof and
prior to the filing of a post-effective amendment indicating 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 that 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 5. Interests of Named Experts and Counsel.
The validity of the shares of Bethlehem Common Stock to be
issued or sold pursuant to the Plans 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
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 Restated Certificate of
Incorporation, By-laws, Indemnification Assurance Agreements and the
DGCL.
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
<PAGE>
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.
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
Restated Certificate of Incorporation includes such a provision.
After the merger of Lukens Acquisition Corporation, a wholly
owned subsidiary of Bethlehem, with and into Lukens Inc., Bethlehem
will provide continuing indemnification and directors' and officers'
liability insurance coverage for the directors and officers of Lukens
Inc.
Item 8. Exhibits.
Exhibit Number Description
- -------------- -----------
5.1 Opinion of William H. Graham, Esq., regarding the
legality of the Bethlehem Common Stock being issued,
including consent.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of William H. Graham, Esq. (included in
Exhibit 5.1).
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 to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
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; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which 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 that is
incorporated by reference in the 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.
(c) 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 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.
<PAGE>
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 29th day of May, 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 by the following persons in the
capacities indicated on the 29th day of May, 1998.
Signature Title
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/s/ Curtis H. Barnette
- --------------------------------- Chairman and Director
Curtis H. Barnette (principal executive officer)
/s/ Gary L. Millenbruch
- --------------------------------- Executive Vice President, Treasurer and
Gary L. Millenbruch Director (principal financial officer)
/s/ Lonnie A. Arnett
- --------------------------------- Vice President and Controller
Lonnie A. Arnett (principal 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
/s/ Lewis B. Kaden
- --------------------------------- Director
Lewis B. Kaden
<PAGE>
Signature Title
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/s/ Harry P. Kamen
- ---------------------------------
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
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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5.1 Opinion of William H. Graham, Esq.,
regarding the legality of the Bethlehem
Common Stock being issued, including
consent.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of William H. Graham, Esq.(included
in Exhibit 5.1).
Exhibit 5.1
[Letterhead of]
Bethlehem Steel Corporation
May 29, 1998
Bethlehem Steel Corporation
1170 Eighth Avenue
Bethlehem, Pennsylvania 18016
Ladies and Gentlemen:
I am General Counsel of Bethlehem Steel Corporation, a
Delaware corporation ("Bethlehem"). I am familiar with the
Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933 (the "Securities Act") regarding the
shares of Common Stock, par value $1.00 per share, of Bethlehem Steel
Corporation ("Bethlehem Common Stock") to be issued pursuant to the
Lukens Inc. 1985 Stock Option and Appreciation Plan, the Lukens Inc.
Stock Option Plan for Non-Employee Directors and the Employment
Agreement dated October 12, 1991, between R. William Van Sant and
Lukens Inc. (collectively, the "Option Plans") and pursuant to the
Capital Accumulation Plan for Certain Salaried Employees of Bethlehem
Lukens Plate Division, the Bethlehem Lukens Plate Division Group
Capital Accumulation Plan, the Capital Accumulation Plan for Certain
Hourly Employees of Bethlehem Lukens Plate Division (USW, AFL-CIO,
Coatesville, PA), the Capital Accumulation Plan for Certain Hourly
Employees of Washington Steel Corporation (Houston and Washington, PA)
and the Capital Accumulation Plan for Certain Employees of Washington
Steel Corporation (Massillon, OH) (collectively, the "Capital
Accumulation Plans," and together with the Option Plans, the "Plans").
In that connection, I have examined originals, or copies
certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments as I have deemed
necessary or appropriate for the purposes of this opinion, including
(i) Bethlehem's Restated Certificate of Incorporation and By-laws,
(ii) resolutions adopted by the Board of Directors of Bethlehem on
March 11, 1998, (iii) the Agreement and Plan of Merger dated as of
December 15, 1997, as amended as of January 4, 1998 (the "Merger
Agreement"), among Bethlehem, Lukens and Merger Sub and (iv) the
Registration Statement.
Based on the foregoing, I am of opinion that the shares of
Bethlehem Common Stock to be issued or sold pursuant to the Plans have
been duly and validly authorized and, when issued or sold pursuant to
the Plans, will be validly issued, fully paid and nonassessable.
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 as Exhibit
5.1 to the Registration Statement and to the reference to my name
under the caption "Legal Matters" in the prospectus that is part of
the Registration Statement. In giving such consent, I do not thereby
admit that I am within the
<PAGE>
category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ William H. Graham
William H. Graham, Esq.
General Counsel
Exhibit 23.1
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
1177 Avenue of the Americas
New York, NY 10036
May 29, 1998
