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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: March 17, 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
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
1170 Eighth Avenue
Bethlehem, Pennsylvania 18016-7699
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (610) 694-2424
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On March 17, 1999, the Board of Directors (the "Board") of Bethlehem Steel
Corporation (the "Company") approved and adopted Amendment No. 1 to the Rights
Agreement (the "Amendment"), dated as of March 17, 1999, between the Company
and First Chicago Trust Company of New York (the "Rights Agent"), which
Amendment amends the Rights Agreement (the "Rights Agreement"), dated as of
July 29, 1998, between the Company and the Rights Agent. The Amendment
eliminates those provisions from the Rights Agreement that provided that 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 or
consent solicitation.
A copy of the Amendment 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 such Exhibit.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit No. Exhibit
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4 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.
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SIGNATURES
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/ Lonnie A. Arnett
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Lonnie A. Arnett
Vice President and Controller
Date: March 19, 1999
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INDEX TO EXHIBITS
Exhibit No. Exhibit Page
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4 Amendment No. 1 to the Rights Agreement, dated as 5
of March 17, 1999, between Bethlehem Steel Corporation
and First Chicago Trust Company of New York, as Rights
Agent.
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Exhibit 4
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AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
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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
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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
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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.
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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
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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.
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Section 5. Effectiveness. This Amendment shall be effective as of the
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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
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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
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Name: Gary L. Millenbruch
Title: Executive Vice President, Chief
Financial Officer and Treasurer
FIRST CHICAGO TRUST COMPANY OF
NEW YORK
/s/ Charles D. Keryc
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Name: Charles D. Keryc
Title: Vice President
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