<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BETHLEHEM STEEL CORPORATION
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 24-0526133
- -----------------------------------------------------------------------------
(State of incorporation (I.R.S. Employer Identification No.)
or Organization)
1170 Eighth Avenue 18016-7699
BETHLEHEM, PENNSYLVANIA
- -----------------------------------------------------------------------------
(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.
X
--- ---
Securities Act registration statement file number to which this form
relates: N/A
---------------
(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
- ------------------- ------------------------------
Preference Stock Purchase New York Stock Exchange,Inc.
Rights (Pursuant to Chicago Stock Exchange, Inc.
Rights Agreement dated as of
July 29, 1998 and amended as of
March 17, 1999)
Securities to be registered pursuant to Section 12(g) of the Act:
None
- -----------------------------------------------------------------------------
Title of Class
<PAGE> 2
This Registration Statement on Form 8-A/A amends and restates the
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission by Bethlehem Steel Corporation (the "Company") on October 7, 1998
(the "Original Form 8-A") relating to the rights distributed to the
stockholders of the Company (the "Rights") in connection with the Rights
Agreement (the "Rights Agreement"), dated as of July 29, 1998, between the
Company and First Chicago Trust Company of New York (the "Rights Agent"), as
Rights Agent. On March 17, 1999, the Company and the Rights Agent entered into
Amendment No. 1 to the Rights Agreement, which is included as Exhibit 2 hereto
and is incorporated herein by reference.
Item 1. Description of Securities To Be Registered.
-------------------------------------------
On July 29, 1998, the Board of Directors of Bethlehem Steel
Corporation ("Bethlehem") declared a dividend distribution of one Right for
each outstanding share of Bethlehem Common Stock to stockholders of record at
the close of business on October 18, 1998 (the "Record Date"). Each Right
entitles the registered holder to purchase from Bethlehem a unit consisting of
one one-hundredth of a share (a "Unit") of Series A Junior Participating
Preference Stock, par value $1.00 per share (the "Preference Stock"), at a
Purchase Price of $60 per Unit, subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between Bethlehem and First Chicago Trust Company of New York, as
Rights Agent, as amended by Amendment No. 1 thereto, dated as of March 17,
1999.
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, Bethlehem 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.
- 2 -
<PAGE> 3
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, unless such date
is extended or the Rights are earlier redeemed or exchanged by Bethlehem 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 at least a
majority of the members of the Board of Directors who are not officers of
Bethlehem and who are not representatives, nominees, Affiliates or Associates
of an Acquiring Person determine to be fair and not inadequate to, and to
otherwise be in the best interests of, Bethlehem and its stockholders, after
receiving advice from one or more investment banking firms, 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 Bethlehem)
having a value equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of any of the
events 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 events set forth above until such
time as the Rights are no longer redeemable by Bethlehem 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, at any time following the Stock Acquisition Date,
(i) Bethlehem engages in a merger or other business combination transaction in
which Bethlehem is not the surviving corporation (other than with an entity
which acquired the shares pursuant to an offer described in the second
preceding paragraph), (ii) Bethlehem engages in a merger or other business
combination transaction in which Bethlehem is the surviving corporation and the
Common Stock of Bethlehem is changed or exchanged, or (iii) 50% or more of
Bethlehem's assets, cashflow or earning power is sold or transferred, each
holder of a Right (except Rights which have previously been voided as set forth
above) shall thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the exercise price
of the Right. The events set forth in this
- 3 -
<PAGE> 4
paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."
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, 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 a class or series of Bethlehem's
preferred stock having equivalent rights, preferences and privileges), per
Right (subject to adjustment).
At any time until ten days following the Stock Acquisition Date,
Bethlehem 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 ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the $.01
redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of Bethlehem, including, without 1imitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to Bethlehem, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of Bethlehem 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 Bethlehem 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.
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.
- 4 -
<PAGE> 5
A copy of the Amendment is attached hereto as Exhibit 2 and is
incorporated herein by reference. The foregoing discussion does not purport to
be complete and is qualified in its entirety by reference to such Exhibit.
Item 2. Exhibits.
---------
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). (Incorporated by reference to Exhibit 4 to the
Company's Report on Form 8-K dated July 29, 1998.)
2 Amendment No. 1 to the Rights Agreement, dated as of March 17, 1999,
between Bethlehem Steel Corporation and First Chicago Trust Company of
New York, as Rights Agent.
- 5 -
<PAGE> 6
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: March 19, 1999 BETHLEHEM STEEL CORPORATION
By: /s/ Lonnie A. Arnett
--------------------------
Lonnie A. Arnett
Vice President and Controller
- 6 -
<PAGE> 7
EXHIBIT INDEX
-------------
Exhibit Description Page
- ------- ----------- ----
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). (Incorporated by
reference to Exhibit 4 to the Company's Report on Form 8-
K dated July 29, 1998.)
2 Amendment No. 1 to the Rights Agreement, dated as of 8
March 17, 1999, between Bethlehem Steel Corporation and
First Chicago Trust Company of New York, as Rights
Agent.
- 7 -
<PAGE> 8
Exhibit 2
---------
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
---------------------------------------
Amendment No. 1 to the Rights Agreement, dated as of March 17, 1999
(the "Amendment"), by and between Bethlehem Steel Corporation, a Delaware
corporation (the "Company"), and First Chicago Trust Company of New York, a New
York corporation (the "Rights Agent").
WHEREAS, on July 29, 1998 the Company and the Rights Agent entered
into a Rights Agreement (the "Agreement");
WHEREAS, pursuant to Section 27 of the Agreement, the Company has
determined to modify the terms of the Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, and intending to be legally bound hereby, the parties hereto
agree that the Agreement shall be and hereby is amended in the following
manner:
Section 1. Amendment of Redemption and Termination Section. Section 23 of
-----------------------------------------------
the Agreement is hereby amended by deleting subsection (c) thereof in its
entirety.
Section 2. Amendment of Form of Rights Certificate. Exhibit A to the
---------------------------------------
Agreement is hereby amended to remove the following sentence from the sixth
paragraph thereof:
"The foregoing notwithstanding, the Rights
generally may not be redeemed for one hundred
eighty (180) days following a change in a
majority of the Board as a result of a proxy
contest."
Section 3. Amendment of Summary of Rights to Purchase Preferred Stock.
----------------------------------------------------------
Exhibit B to the Agreement is hereby amended by deleting the last sentence of
the tenth paragraph therein.
Section 4. "Agreement" as Amended. The term "Agreement" as used in the
----------------------
Agreement shall be deemed to refer to the Agreement as amended hereby, and all
references to the Agreement shall be deemed to include this Amendment.
<PAGE> 9
Section 5. Effectiveness. This Amendment shall be effective as of the
-------------
date first written above, and except as set forth herein, the Agreement shall
remain in full force and effect and otherwise shall be unaffected hereby.
Section 6. Counterparts. This Amendment may be executed in two or more
------------
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first written above.
BETHLEHEM STEEL CORPORATION
/s/ Gary L. Millenbruch
-----------------------------
Name: Gary L. Millenbruch
Title: Executive Vice President, Chief
Financial Officer and Treasurer
FIRST CHICAGO TRUST COMPANY OF
NEW YORK
/s/ Charles D. Keryc
------------------------------
Name: Charles D. Keryc
Title: Vice President
2
