<PAGE 1>
As filed with the Securities and Exchange Commission on December 2, 1999
Registration No. 33-
=======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BETHLEHEM STEEL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 24-0526133
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1170 Eighth Avenue
Bethlehem, Pennsylvania 18016-7699
(610) 694-2424
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
SAVINGS PLAN FOR SALARIED EMPLOYEES
OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
(Full title of the plan)
WILLIAM H. GRAHAM, ESQ.
Bethlehem Steel Corporation
2018 Martin Tower
1170 Eighth Avenue
Bethlehem, PA 18016-7699
(610) 694-7430
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered Registered unit (1) price (1) fee
============= ============== ========= =========== ============
<S> <C> <C> <C> <C>
Common Stock 8,000,000 shares (2) $6.09 $48,720,000 $13,544.16
Preference Stock
Purchase
Rights (3) 8,000,000 rights N/A N/A N/A
==============================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933 on the basis of the high
and low prices ($6.09 per share) of the Registrant's Common Stock on the
New York Stock Exchange Composite Tape on November 26, 1999.
(2) The 8,000,000 shares of Bethlehem Common Stock registered represent the
estimated number of shares that will be purchased for the Plan with
employee contributions and related Company contributions through December
31, 2004, based on an average cost of $10.00 per share for such Common
Stock for the period January 1, 1995 through December 31, 1999.
(3) Rights are evidenced by certificates for shares of the Common Stock and
automatically trade with such Common Stock. The value attributable to such
Rights, if any, is reflected in the market price of the Common Stock.
----------
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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<PAGE 2>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Bethlehem Steel Corporation
("Bethlehem") (File No. 1-1941) and the Savings Plan for Salaried Employees
of Bethlehem Steel Corporation and Subsidiary Companies (the "Plan") (File
No. 1-2516) are incorporated by reference in this registration statement:
1. Bethlehem's Annual Report on Form 10-K for the year ended
December 31, 1998.
2. The Plan's Annual Report on Form 11-K for the year ended December 31,
1998.
3. Bethlehem's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999.
4. Bethlehem's Current Report on Form 8-K dated March 19, 1999.
5. The description of Bethlehem's Common Stock set forth in Article
Fourth of Bethlehem's Second Restated Certificate of Incorporation.
6. Bethlehem's Registration Statement on Form 8-A dated October 7, 1998,
as amended by Form 8-A/A dated March 17, 1999, relating to Bethlehem's
Preference Stock Purchase Rights.
7. Registration Statement Nos. 2-71699, 2-53880, 2-90795 and 33-50189
including all post-effective amendments thereto.
All documents filed by Bethlehem or the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the date hereof and prior to the filing of a post-effective
amendment which indicates 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 which
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 4. Description of Securities.
Not applicable.
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<PAGE> 3
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock to be issued
pursuant to the Plan will be passed upon for Bethlehem by William H.
Graham, Esq., General Counsel of Bethlehem. Mr. Graham is paid a salary
by Bethlehem and participates in various employee benefit plans offered
to officers and employees of Bethlehem generally.
Item 6. Indemnification of Directors and Officers.
The following discussion is a summary of certain provisions relating
to indemnification of officers and directors pursuant to the Bethlehem Second
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 Second Restated Certificate of
Incorporation, By-laws, Indemnification Assurance Agreements and the DGCL.
Section 145 of the DGCL: (i) gives Delaware corporations broad powers
to indemnify their present and former directors and officers and those of
affiliated corporations against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with threatened, pending or completed actions, suits or
proceedings to which they are parties or are threatened to be made parties by
reason of being or having been such directors or officers, subject to specified
conditions and exclusions; (ii) gives a director or officer who successfully
defends an action the right to be so indemnified; and (iii) permits a
corporation to buy directors' and officers' liability insurance. Such
indemnification is not exclusive of any other rights to which those indemnified
may be entitled under any by-law, agreement, vote of stockholders or otherwise.
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 this regard, Article IX of Bethlehem's 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 By-laws of Bethlehem 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 By-laws in the event that,
for any reason, Bethlehem shall not pay to them any such amounts.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to directors,
officers or persons controlling Bethlehem pursuant to the foregoing provisions,
Bethlehem has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in such
Act and therefore unenforceable.
3
<PAGE> 4
Bethlehem maintains insurance policies insuring its directors and
officers against certain losses incurred by them as a result of claims based
upon their actions or statements (including omissions to act or to make
statements) as directors and officers. The aggregate amount payable for
individual directors and officers under such policies in any policy year is
limited to $75 million. After certain deductibles, Bethlehem is entitled to
reimbursement of up to $50 million under such policies in connection with its
indemnification of directors and officers.
Bethlehem also maintains an insurance policy insuring those
individuals who are fiduciaries, as defined by the Employee Retirement Income
Security Act of 1974, under certain employee benefit plans of Bethlehem and its
subsidiaries against certain losses incurred by them as a result of claims
based on their responsibilities, obligations and duties under such Act. This
fiduciary policy is subject to certain deductibles and has an annual aggregate
limit of $30 million.
Section 102(b)(7) of the DGCL permits a Delaware corporation to
include in its certificate of incorporation a provision eliminating the
potential 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 Bethlehem's
Second Restated Certificate of Incorporation includes such a provision.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
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<PAGE> 5
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
(h) Insofar as indemnification for liabilities arising under the Securities Act
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.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets 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 this 2nd day of December, 1999.
BETHLEHEM STEEL CORPORATION
Registrant
By /s/ Curtis H. Barnette
------------------------------------
Curtis H. Barnette
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
========== ===== ====
<S> <C> <C>
/s/ Curtis H. Barnette Director, Chairman and December 2, 1999
- ----------------------- Chief Executive Officer
Curtis H. Barnette (principal executive
officer)
/s/ Gary L. Millenbruch Director, Vice Chairman and December 2, 1999
- ----------------------- Chief Financial Officer
Gary L. Millenbruch (principal financial officer)
/s/ Lonnie A. Arnett Vice President and December 2, 1999
- ----------------------- Controller (principal
Lonnie A. Arnett accounting officer)
* Director December 2, 1999
- -----------------------
Benjamin R. Civiletti
* Director December 2, 1999
- -----------------------
Worley H. Clark
* Director December 2, 1999
- -----------------------
John B. Curcio
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
Signatures Title Date
========== ===== ====
<S> <C> <C>
* Director December 2, 1999
- ------------------------
Duane R. Dunham
* Director December 2, 1999
- ------------------------
Lewis B. Kaden
* Director December 2, 1999
- ------------------------
Harry P. Kamen
* Director December 2, 1999
- ------------------------
William M. Landuyt
* Director December 2, 1999
- ------------------------
Robert McClements, Jr.
* Director December 2, 1999
- ------------------------
Roger P. Penny
* Director December 2, 1999
- ------------------------
Shirley D. Peterson
* Director December 2, 1999
- ------------------------
Dean P. Phypers
* Director December 2, 1999
- ------------------------
John F. Ruffle
By /s/ Lonnie A. Arnett
- ------------------------
Lonnie A. Arnett
(Attorney-in-Fact)
</TABLE>
7
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Savings Plan for Salaried Employees of Bethlehem Steel Corporation and
Subsidiary Companies 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 this 2nd day of December, 1999.
SAVINGS PLAN FOR SALARIED EMPLOYEES
OF BETHLEHEM STEEL CORPORATION AND
SUBSIDIARY COMPANIES
/s/ A. E. Moffitt, Jr.
-----------------------------------
A. E. Moffitt, Jr.
Chairman, Employee Benefits
Administration Committee
8
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
======= =========== ======
<S> <C>
4(a) Second Restated Certificate of Incorporation
(Incorporated by reference from Exhibit 3(a) to
Bethlehem's annual report on Form 10-K for the year
ended December 31, 1998).
4(b) By-laws of Bethlehem Steel Corporation, as amended
October 1, 1999 (Incorporated by reference from
Exhibit 4 to Bethlehem's quarterly report on Form
10-Q for the quarter ended September 30, 1999).
4(c) Rights Agreement, dated as of July 29, 1998,
between Bethlehem Steel Corporation and First Chicago
Trust Company of New York (Incorporated by reference
from Bethlehem's Report on Form 8-K filed August 5,
1998).
4(d) 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
(Incorporated by reference from Bethlehem's Amended
Registration Statement on Form 8-A/A filed March
19, 1999).
4(e) Form of Common Stock Certificate (Incorporated by
reference from Exhibit 4(e) to Bethlehem's
Registration Statement on Form S-3 (No. 33-48697))
5 Opinion of William H. Graham, Esq.
23(a) Consent of William H. Graham, Esq. (included in
Exhibit 5)
23(b) Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
</TABLE>
<PAGE> 10
Exhibit 5
[Letterhead of Bethlehem Steel Corporation]
December 2, 1999
Board of Directors
Bethlehem Steel Corporation
Bethlehem, PA 18016-7699
I am General Counsel of Bethlehem Steel Corporation, a Delaware corporation
("Bethlehem"). In that capacity, I have reviewed the Registration Statement on
Form S-8 (the "Registration Statement") dated as of the date of this opinion
and to be filed by Bethlehem with the Securities and Exchange Commission with
respect to offers and sales by Bethlehem of up to 8,000,000 shares of Bethlehem
Common Stock, par value $1 per share ("Common Stock"), under the Savings Plan
for Salaried Employees of Bethlehem Steel Corporation and Subsidiary Companies
(the "Plan"). As General Counsel, I am familiar with Bethlehem's Second
Restated Certificate of Incorporation and its By-laws, as amended. I have also
examined such other documents, corporate records and instruments as I have
deemed necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, I am of the opinion that any shares of Common
Stock reserved for issuance under the Plan will, when issued in accordance with
the terms of the Plan, be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ William H. Graham
_____________________
William H. Graham
General Counsel
<PAGE> 11
Exhibit 23(b)
[Letterhead of PricewaterhouseCoopers LLP]
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 27, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Stockholders
of Bethlehem Steel Corporation, which is incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998. We
also consent to the incorporation by reference of our report dated January 27,
1999 relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K.
We also consent to the incorporation by reference in this Registration
Statement of our report dated June 25, 1999 relating to the financial
statements, which appears in the Annual Report of the Savings Plan for Salaried
Employees of Bethlehem Steel Corporation and Subsidiary Companies on Form 11-K
for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
December 2, 1999
<PAGE> 12
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors
and officers of Bethlehem Steel Corporation, a Delaware corporation
("Bethlehem"), hereby constitutes and appoints Curtis H. Barnette, Gary L.
Millenbruch, and Lonnie A. Arnett, and each of them, with full power to act
without the others, as his or her true and lawful attorney-in-fact and agent,
with full and several power of substitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the following:
(i) a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended,
of additional shares of Common Stock of Bethlehem, par
value one dollar ($1) per share, to be offered or sold
pursuant to the Savings Plan for Salaried Employees of
Bethlehem Steel Corporation and Subsidiary Companies and
any and all amendments thereto; and
(ii) any and all amendments (including post-effective
amendments) to the Registration Statements (Nos. 2-53880,
2-71699, 2-90795 and 33-58019) relating to the Savings
Plan for Salaried Employees of Bethlehem Steel Corporation
and Subsidiary Companies;
with power where appropriate to affix the corporate seal of Bethlehem thereto
and to attest said seal, and to file, or cause to be filed, the same with all
exhibits thereto, and any and all other documents in connection therewith, with
the Securities and Exchange Commission, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as each of the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as
of the 27th day of October, 1999.
/s/ Curtis H. Barnette /s/ Gary L. Millenbruch
- -------------------------------- ------------------------------
Curtis H. Barnette Gary L. Millenbruch
Chairman, Chief Executive Officer Vice Chairman
(principal executive officer) (principal financial officer)
and Director and Director
<PAGE> 13
<TABLE>
<S> <C>
/s/ Lonnie A. Arnett /s/ William M. Landuyt
- -------------------------------- ------------------------------
Lonnie A. Arnett William M. Landuyt, Director
Vice President and Controller
(principal accounting officer)
/s/ Benjamin R. Civiletti /s/ Robert McClements, Jr.
- -------------------------------- ------------------------------
Benjamin R. Civiletti, Director Robert McClements, Jr.,
Director
/s/ Worley H. Clark /s/ Roger P. Penny
- -------------------------------- ------------------------------
Worley H. Clark, Director Roger P. Penny, Director
/s/ John B. Curcio /s/ Shirley D. Peterson
- -------------------------------- ------------------------------
John B. Curcio, Director Shirley D. Peterson, Director
/s/ Duane R. Dunham /s/ Dean P. Phypers
- -------------------------------- ------------------------------
Duane R. Dunham, Director Dean P. Phypers, Director
/s/ Lewis B. Kaden /s/ John F. Ruffle
- -------------------------------- ------------------------------
Lewis B. Kaden, Director John F. Ruffle, Director
/s/ Harry P. Kamen
- --------------------------------
Harry P. Kamen, Director
</TABLE>
