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, 1998
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, 1998, 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, 1998, 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
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
-----------------
Commission file number 1-2516
------
A. Full title of the plan:
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
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
CONTENTS
--------
Statements of Net Assets Available for Benefits
with Fund Information
As of December 31, 1998 1
As of December 31, 1997 2
Statements of Changes in Net Assets Available for Benefits
with Fund Information
For the year ended December 31, 1998 3
For the year ended December 31, 1997 4
Notes to Financial Statements 5
Schedule I - Schedule of Assets Held for Investment Purposes 12
Schedule II - Schedule of Reportable Transactions 15
Report of Independent Auditors 16
Consent of Independent Auditors 17
Signatures 18
<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, 1998
---------------------------------------------------------------------
(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 $249.2 $68.6 $82.5 $93.1 $35.8 $18.0 - $547.2
Loans to participants - - - - - - $7.8 7.8
Receivables
Interest - - - - - - - -
Contributions - Employees .3 .2 .1 .2 - - - .8
Contributions - Employer - - - - .3 - - .3
Interfund transfers receivable (payable) - .2 (.1) .1 - - (.2) -
Cash and cash equivalents 49.3 .1 .6 .6 1.0 - - 51.6
------ ----- ------ ----- ----- ----- ----- ------
Net assets available for benefits $298.8 $69.1 $83.1 $94.0 $37.1 $18.0 $7.6 $607.7
====== ===== ====== ===== ===== ===== ===== ======
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, 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
Contributions - 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>
- 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, 1998
---------------------------------------------------------
(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 in fair value
of investments - $15.3 $ 3.7 $19.3 - $ 2.3 - $ 40.6
Interest $ 19.3 - - - $ .1 - $ .7 20.1
Dividends - - 8.8 4.5 - .5 - 13.8
Contributions
Employees 5.7 3.0 2.8 3.5 .2 - - 15.2
Employer - - - - 6.3 - - 6.3
------- ------ ------ ------ ------ ------ ----- -------
Total additions 25.0 18.3 15.3 27.3 6.6 2.8 .7 96.0
------- ------ ------ ------ ------ ------ ----- -------
Deductions from net assets attributed to:
Withdrawals and distributions to
participants (34.5) (5.2) (6.7) (5.7) (2.7) - (.3) (55.1)
------- ------ ------ ------ ------ ------ ----- -------
Net increase (decrease)
prior to interfund transfers (9.5) 13.1 8.6 21.6 3.9 2.8 .4 40.9
------- ------ ------ ------ ------ ------ ----- -------
Interfund transfers 11.6 (.1) (7.7) (1.9) (1.9) 1.5 (1.5) -
------- ------ ------ ------ ------ ------ ----- -------
Net increase (decrease) 2.1 13.0 .9 19.7 2.0 4.3 (1.1) 40.9
Net assets available for benefits:
Beginning of year 296.7 56.1 82.2 74.3 35.1 13.7 8.7 566.8
------- ------ ------ ------ ------ ------ ----- -------
End of year $298.8 $69.1 $83.1 $94.0 $37.1 $18.0 $7.6 $607.7
======= ====== ====== ====== ====== ====== ===== =======
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, 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
======= ====== ====== ====== ====== ===== ===== =======
</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 21% 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.
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. 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.
Accounting Estimates
- --------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and contingency disclosures at the
date of the financial statements and the reported amounts of additions and
deductions during the reporting period. Actual results could differ from these
estimates.
NOTE C - CONTRIBUTIONS AND INVESTMENT OPTIONS
Contributions are paid by Bethlehem to the Trustee the week after they
were earned. 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
- 6 -
<PAGE> 7
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 rates specified in
the applicable contracts, which range from 5.52% to 14.40% and 5.17% to 9.75%
for the years ended December 31, 1998 and 1997, respectively. The Fixed Income
Fund had an average yield of 6.77% for 1998 and 6.71% for 1997. The Fixed
Income Fund had seven contracts at December 31, 1998 and five contracts at
December 31, 1997, representing 18.2% and 14.7% of the fund's net assets,
respectively, that had interest rate reset provisions. These contracts were
credited with interest rates ranging from 5.90% to 14.40% and from 6.07% to
9.75% for the years ended December 31, 1998 and 1997, respectively. Interest
earned on investments in the Fixed Income Fund is reinvested in that fund.
There were no individual investments at December 31, 1998 and 1997 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 1998 and 1997. 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 1998 and 1997, 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.
- 7 -
<PAGE> 8
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. A participant is permitted to have
up to two loans outstanding at one time.
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, 1998 and 1997, the Plan had a $462,590 and $23,198
obligation for withdrawals and distributions processed and approved, but not
yet paid to participants. This obligation is reported as a liability for
Department of Labor Form 5500 reporting purposes, but not for purposes of these
financial statements.
- 8 -
<PAGE> 9
NOTE F - FAIR VALUE OF INVESTMENTS
Investments valued at fair value are as follows (dollars in millions
except per share amounts):
<TABLE>
Fair Value
--------------------
Shares Per Share Amount
------ --------- ------
<S> <C> <C> <C>
December 31, 1998
- -----------------
State Street S&P 500 Flagship Fund* 335,126 $204.720 $68.6
Fidelity Puritan Fund* 4,107,668 20.070 82.5
Fidelity Magellan Fund* 770,655 120.820 93.1
Bethlehem Stock Fund* 4,278,815 8.375 35.8
December 31, 1997
- -----------------
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
</TABLE>
* The investment funds identified represented 5% or more of the Plan's net
assets for the applicable year ended December 31.
NOTE G - RELATED PARTY TRANSACTIONS
The Plan invests in shares of funds managed by State Street. State
Street acts as trustee for only those investments as defined by the Plan.
Transactions in such investments qualify as party-in-interest transactions
which are exempt from the prohibited transaction rules.
- 9 -
<PAGE> 10
NOTE H - 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. The Plan has been amended since receiving the
determination letter. However, management believes the Plan is designed and
operating in accordance with the Internal Revenue 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.
NOTE I - TERMINATION OF THE PLAN
Although it has not expressed an intention to do so, Bethlehem has the
right to terminate the Plan subject to the provisions of ERISA. 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 J - 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 14.40% beginning November 1, 1998, 9.75% for July 1, 1997 through
October 31, 1997 and 6.35% for the first half of 1997. Therefore, the
guaranteed value and accrued interest, as determined by the
- 10 -
<PAGE> 11
Rehabilitation Plan, is $10.3 million at December 31, 1998. 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 June 1, 1999. Accordingly, no provision for loss has been accrued for
the MBL GAC, recorded at contract value, in the accompanying financial
statements.
- 11 -
<PAGE> 12
<TABLE>
<S> <C> <C> <C> <C>
SCHEDULE I
EIN: 24-0526133
PN: 100
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
------------------------------------------------
(a) (b) (c) (d) (e)
Identity of issue Description of investment Cost Current Value
----------------- ------------------------- ------------- --------------
State Street Stable Fixed Income Fund
Metropolitan Life Insurance Company GAC at variable rates with open ended $ 11,808,879 $ 11,808,879
maturity
MBL Life Assurance Corporation WAC at variable rates maturing 06/01/99 10,332,322 10,332,322
Allstate Life Insurance Company GAC at 8.23% maturing 06/30/99, 12/31/99 8,936,406 8,936,406
Pacific Life Insurance Company GAC at 6.79% maturing 07/31/2000, 8,535,004 8,535,004
07/31/2001, 04/30/2002
J. P. Morgan & Company GAC at 7.06% maturing 12/15/99, 05/15/2001 8,366,344 8,366,344
Principal Life Insurance Company GAC at 8.09% maturing 06/30/99, 12/31/99 8,271,284 8,271,284
AIG Life Insurance Company GAC at 6.91% maturing 02/26/99, 08/31/2000, 8,241,648 8,241,648
11/30/2001
Transamerica Occidental Life GAC at variable rates maturing 05/15/2000, 8,201,745 8,201,745
Insurance Company 07/15/2003
Transamerica Occidental Life GAC at 7.00% maturing 04/30/99, 8,193,048 8,193,048
Insurance Company 04/28/2000, 01/31/2001, 04/30/2001
New York Life Insurance Company GAC at 6.22% maturing 05/15/2002 8,022,150 8,022,150
AIG Financial Products Corporation GAC at 6.6472% maturing 08/06/2001, 7,908,749 7,908,749
02/06/2002
GE Life Insurance Company GAC at 6.90% maturing 11/30/99, 12/29/2000, 7,770,166 7,770,166
06/29/2001, 03/29/2002, 06/28/2002
CDC Investment Management Corporation GAC at 5.90% maturing 08/31/2001, 11/30/2001, 7,034,164 7,034,164
02/28/2002, 05/31/2002, 08/30/2002
Metropolitan Life Insurance Company IPG Contract at variable rates 6,553,023 6,553,023
Transamerica Occidental Life GAC at 6.32% maturing 11/01/99, 6,476,328 6,476,328
Insurance Company 05/01/2000, 10/31/2000
Monumental Life Insurance Company GAC at 6.37% maturing 11/30/2000, 6,408,167 6,408,167
10/31/2001, 10/31/2002
GE Life Insurance Company GAC at 6.05% maturing 06/30/2000, 6,280,593 6,280,593
07/02/2001, 07/01/2002
Principal Life Insurance Company GAC at 6.18% maturing 12/31/2001, 6,204,176 6,204,176
12/31/2002
Protective Life Insurance Company GAC at 6.05% maturing 06/30/2000, 6,179,332 6,179,332
01/02/2001
Metropolitan Life Insurance Company GAC at 5.71% maturing 04/02/2001, 6,100,326 6,100,326
10/02/2001, 03/29/2002
Travelers Life and Annuity Company GAC at 5.52% maturing 01/31/2000, 6,040,767 6,040,767
02/29/2000, 02/28/2001
</TABLE>
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<PAGE> 13
<TABLE>
<S> <C> <C> <C> <C>
SCHEDULE I
EIN: 24-0526133
PN: 100
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
-----------------------------------------------
(a) (b) (c) (d) (e)
Identity of issue Description of investment Cost Current Value
----------------- ------------------------- ------------- --------------
State Street Stable Fixed Income Fund
(cont'd)
Principal Life Insurance Company GAC at 5.71% maturing 05/31/2001, 6,010,049 6,010,049
01/31/2002, 07/31/2002
Transamerica Occidental Life Insurance GAC at variable rates maturing 02/18/2000, 6,008,185 6,008,185
Company 08/18/2003
New York Life Insurance Company GAC at 6.02% maturing 05/15/2003 5,910,409 5,910,409
Monumental Life Insurance Company GAC at variable rates maturing 03/31/99, 5,897,946 5,897,946
12/31/99, 03/31/2000
Union Bank of Switzerland GAC at variable rates maturing 01/14/2000, 5,643,768 5,643,768
07/15/2002
Continental Assurance Company GAC at 7.16% maturing 08/31/99, 05/31/2000 5,149,215 5,149,215
CDC Investment Management Corporation GAC at 7.37% maturing 03/31/99 5,090,427 5,090,427
CDC Investment Management Corporation GAC at 6.415% maturing 11/15/2002 5,056,476 5,056,476
The Prudential Insurance Company GAC at 6.21% maturing 05/31/99, 10/29/99 4,858,544 4,858,544
John Hancock Mutual Life Insurance Company GAC at 6.80% maturing 10/02/2000, 4,622,091 4,622,091
10/01/2001
Principal Life Insurance Company GAC at 6.15% maturing 07/30/99, 07/31/2000 4,610,449 4,610,449
Principal Life Insurance Company GAC at 6.42% maturing 11/30/2001 4,568,865 4,568,865
The Prudential Insurance Company GAC at 6.83% maturing 09/30/99 4,546,714 4,546,714
of America
First Allmerica Life Insurance Company GAC at 6.25% maturing 06/30/99 4,442,943 4,442,943
The Prudential Insurance Company GAC at 6.74% maturing 10/31/2000, 4,152,045 4,152,045
of America 10/31/2001
Transamerica Occidental Life Insurance GAC at 6.08% maturing 11/30/99, 3,686,317 3,686,317
Company 11/30/2000
New York Life Insurance Company GAC at 6.20% maturing 01/29/99 3,262,601 3,262,601
CDC Investment Management Corporation GAC at 8.14% maturing 03/31/99 3,250,000 3,250,000
Executive Life Insurance Company Annual installments from trusts 571,101 571,101
Trust Assets
Total State Street Stable
Fixed Income Fund * 249,202,766 249,202,766
State Street Bank and Trust Company * S&P 500 Flagship Fund 40,932,195 68,606,926
Fidelity Institutional Retirement
Services Company Puritan Fund 67,353,106 82,440,897
Fidelity Institutional Retirement
Services Company Magellan Fund 61,031,037 93,110,530
Bethlehem Steel Corporation Stock Fund - $1 par value 52,741,398 35,835,079
State Street Bank and Trust Company * Self-Managed Account 14,141,045 17,998,213
</TABLE>
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<PAGE> 14
<TABLE>
<S> <C> <C> <C> <C>
SCHEDULE I
EIN: 24-0526133
PN: 100
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
-----------------------------------------------
(a) (b) (c) (d) (e)
Identity of issue Description of investment Cost Current Value
----------------- ------------------------- ------------- --------------
State Street Bank and Trust Company * Short-Term Investment Fund 51,589,911 51,589,911
Participant Loans ** Rates of 6.5% - 11.5% 0 7,806,303
Grand Total $ 536,991,458 $ 606,590,625
* Indicates a party-in-interest.
** An interest rate of prime plus 1%, based on month-end prior to date of loan origination, is charged on all employee loans.
</TABLE>
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<PAGE> 15
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
SCHEDULE II
EIN: 24-0526133
PN: 100
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
(h)
Current
(f) value (i)
Expense of asset Net
(a) (c) (d) (e) incurred (g) on gain
Identity of party (b) Purchase Selling Lease with Cost transaction or
involved Description of asset price price Rental transaction of asset date (loss)
----------------- -------------------- ------------ ----------- ------ ------------- ----------- ------------ --------
State Street Bank and Stable Fixed Income Fund $45,198,656 $45,198,656 $45,198,656
and Trust Company
State Street Bank Stable Fixed Income Fund $41,170,777 $41,170,777 $41,170,777
and Trust Company
</TABLE>
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<PAGE> 16
[Letterhead of PricewaterhouseCoopers LLP]
REPORT OF INDEPENDENT AUDITORS
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 (the "Plan) at December 31, 1998 and 1997,
and the changes in net assets available for benefits for the two years in the
period ended December 31, 1998 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and of reportable transactions are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure Under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules 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/ PricewaterhouseCoopers LLP
June 25, 1999
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<PAGE> 17
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. 33-58019, No.
33-58021, No. 33-60507, No. 33-53895 and No. 33-57157) of Bethlehem Steel
Corporation of our report dated June 25, 1999 relating to the financial
statements of the Savings Plan for Salaried Employees of Bethlehem Steel
Corporation and Subsidiary Companies, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 25, 1999
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<PAGE> 18
SIGNATURES
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, hereunto 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 29, 1999
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<PAGE> 19
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 29, 1999
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