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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 30, 1999
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Bethlehem Steel Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-1941 24-0526133
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1170 Eighth Avenue,
Bethlehem, Pennsylvania 18016-7699
(Address of principal executive offices) (Zip Code)
(610) 694-2424
(Registrant's telephone number including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On December 30, 1999, the Board of Directors (the "Board") of Bethlehem
Steel Corporation (the "Company") approved and adopted Amendment No. 2 to
Rights Agreement ("Amendment No. 2"), dated as of December 30, 1999, between
the Company and First Chicago Trust Company of New York (the "Rights Agent"),
which Amendment No. 2 amends the Rights Agreement (the "Rights Agreement"),
dated as of July 29, 1998, as amended by Amendment No. 1 thereto dated as of
March 17, 1999, between the Company and the Rights Agent. Amendment No. 2
broadens the definition of "Acquiring Person" in the Rights Agreement to
include a person or a group of affiliated or associated persons that (i) has
filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (an "HSR Notice") in connection with a purchase of
common stock of the Company ("Common Stock") and is or becomes the
beneficial owner of 5% or more of the outstanding shares of Common Stock,
other than as a result of repurchases of stock by the Company, or (ii) holds
5% of the outstanding shares of Common Stock as of December 30, 1999 and
thereafter files an HSR Notice in connection with a purchase of Common Stock
and becomes the beneficial owner of an additional 1% or more of the
outstanding shares of Common Stock, other than as a result of repurchases of
stock by the Company.
A copy of Amendment No. 2 is attached hereto as Exhibit 4 and is
incorporated herein by reference. The foregoing discussion does not purport to
be complete and is qualified in its entirety by reference to Exhibit 4.
The Company issued a press release announcing the approval and adoption
of Amendment No. 2 on December 30, 1999, a copy of which is attached hereto as
Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit No. Exhibit
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4 Amendment No. 2 to Rights Agreement, dated as of December
30, 1999, between Bethlehem Steel Corporation and First
Chicago Trust Company of New York, as Rights Agent.
99.1 Press Release of the Company dated December 30, 1999,
announcing the approval and adoption of Amendment No. 2.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BETHLEHEM STEEL CORPORATION,
By: /s/ G. L. Millenbruch
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Name: G. L. Millenbruch
Title: Vice Chairman & CFO
Date: December 30, 1999
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4
INDEX TO EXHIBITS
Exhibit No. Exhibit
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4 Amendment No. 2 to Rights Agreement, dated as of December
30, 1999, between Bethlehem Steel Corporation and First
Chicago Trust Company of New York, as Rights Agent.
99.1 Press Release of the Company dated December 30, 1999,
announcing the approval and adoption of Amendment No. 2.
Exhibit 4
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment No. 2 (this "Amendment") to the Rights Agreement (the
"Rights Agreement") dated as of July 29, 1998, as amended on March 17, 1999,
between Bethlehem Steel Corporation, a Delaware corporation (the "Company")
and First Chicago Trust Company of New York, a New York corporation (the
"Rights Agent"), is entered into between the Company and the Rights Agent as
of December 30, 1999.
WHEREAS the Company has duly authorized the execution and delivery
of this Amendment and all things necessary to make this Amendment a valid
agreement of the Company have been done. This Amendment is entered into
pursuant to Section 27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Defined Terms. Terms defined in the Rights Agreement and used and
not otherwise defined herein shall have the meanings given to them in the
Rights Agreement.
2. Amendment of Section 1. Section 1 of the Rights Agreement is
amended to add the following sentence at the end of Section 1(a) thereof:
"In addition to the foregoing, the term "Acquiring Person" shall
include any Person who has filed or shall file a Notification and Report Form
under the Hart-Scott- Rodino Antitrust Improvements Act of 1976 in connection
with a purchase of shares of Common Stock and who, together with all
Affiliates and Associates of such Person, is as of the date of the adoption of
this sentence, or hereafter shall be or become, the Beneficial Owner of 5% or
more of the shares of Common Stock then outstanding; provided, however, that
the provisions of this sentence shall not apply to (i) any Person who,
together with all Affiliates and Associates of such Person, on the date hereof
or prior to the first public announcement of the adoption of this sentence,
Beneficially Owns 5% or more of the shares of Common Stock outstanding, unless
and until such Person or its Affiliates and Associates shall after the first
public announcement of the adoption of this sentence become the Beneficial
Owner of additional shares of Common Stock representing 1% or more of the
shares of Common Stock then outstanding (unless, upon becoming the Beneficial
Owner of such additional 1% or more of the shares of Common Stock then
outstanding, such Person, together with all Affiliates and Associates of such
Person, is not the Beneficial Owner of 5% or more of the shares of Common
Stock then outstanding) or (ii) any Person who becomes the Beneficial Owner of
5% or more of the shares of Common Stock then outstanding as a result of a
reduction in the number of shares of Common Stock outstanding due to the
repurchase of shares of Common Stock by the Company unless and until such
Person, after becoming aware that such Person has become the Beneficial Owner
of 5% or more of the then outstanding shares of Common Stock, acquires
beneficial ownership of additional shares of Common Stock representing 1% or
more of the shares of Common Stock then outstanding."
3. Effectiveness. This Amendment shall be deemed effective as of
December 30, 1999, as if executed on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
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4. Miscellaneous. This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such state. This
Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed an original and all such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the day and year first above written.
Attest: BETHLEHEM STEEL CORPORATION,
/s/ by /s/ G. L. Millenbruch
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Title: Assistant Name: G. L. Millenbruch
Secretary Title: Vice Chairman & CFO
Attest: FIRST CHICAGO TRUST COMPANY OF
NEW YORK,
/s/ by /s/ Charles D. Keryc
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Title: Assistant Vice Name: Charles D. Keryc
President Title: Vice President
Exhibit 99.1
BETHLEHEM, Pa., December 30, 1999--Bethlehem Steel Corporation
(BS:NYSE) today announced that it has amended its stockholders rights plan to
reduce the threshold level of beneficial ownership of the Company's stock
that, in certain circumstances, would trigger the rights. The general
threshold level will remain at 15 percent. However, for a party or group which
made, or shall make, a filing under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR), and which has not yet reached five percent
beneficial ownership, the triggering threshold has been reduced to five
percent. Certain related changes also have been made which address parties
that now may be at beneficial ownership levels at or above five percent and
make a HSR filing.
Bethlehem Steel said that its Board of Directors and management have
been and continue to be dedicated to developing value for all of its
stockholders and protecting and advancing their interests, which was best
served by amending the rights plan.
Bethlehem said that it will continue to communicate with its
stockholders about appropriate matters related to Bethlehem's business
activities, including WHX Corporation, which recently acquired about 1.6
percent of Bethlehem's common stock and made a HSR filing.
Bethlehem Steel is one of the nation's largest steel producers, and
primarily manufacturers and sells a wide variety of steel mill products.
Bethlehem's website can be found at http://www.bethsteel.com.
