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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
BETHLEHEM STEEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 24-0526133
(State of incorporation (IRS Employer
or organization) Identification No.)
1170 Eighth Avenue 18016-7699
Bethlehem, Pennsylvania (Zip Code)
(address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange on which
to be so registered each class is to be registered
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Preference Stock Purchase New York Stock Exchange, Inc.
Rights (Pursuant to Rights Chicago Stock Exchange, Inc.
Agreement dated as of July 29,
1998 and amended as of
March 17, 1999 and December 30,
1999)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
.......N/A.........(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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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 (the "Commission") by Bethlehem Steel Corporation (the "Company")
on July 29, 1988 and the Registration Statement on Form 8-A/A filed with the
Commission by the Company on March 19, 1999, each 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,
as amended by Amendment No. 1 thereto ("Amendment No. 1") dated as of March
17, 1999, between the Company and First Chicago Trust Company of New York (the
"Rights Agent"), as Rights Agent. On December 30, 1999, the Company and the
Rights Agent entered into Amendment No. 2 to Rights Agreement ("Amendment No.
2"). The Rights Agreement, Amendment No. 1 and the Amendment No. 2 are
incorporated herein by reference to Exhibits 1, 2 and 3, respectively.
Item 1. Description of Registrant's Securities to be Registered.
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On July 29, 1998, the board of directors of the Company (the "Board
of Directors") declared a dividend distribution of one Right on each of the
Company's outstanding shares of common stock, par value $1.00 per share, of
the Company ("Common Stock") to holders of record of Common Stock at the close
of business on October 18, 1998. One Right will also be distributed for each
share of Common Stock issued after October 18, 1998, until the Distribution
Date (as described in the next paragraph). Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a share of a series
of the Company's preference stock designated as Series A Junior Participating
Preference Stock ("Preference Stock") at a price of $60 per one one-hundredth
of a share (the "Purchase Price") (subject to adjustment). The description and
terms of the Rights are set forth in the Rights Agreement.
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 the
date of a public announcement (the "Stock Acquisition Date") that a person or
group of affiliated or associated persons (an "Acquiring Person") (A) acquires
beneficial ownership of 15% or more of the outstanding shares of Common Stock,
other than as a result of repurchases of stock by the Company or certain
actions by institutional or certain other stockholders, (B) files a
Notification and Report Form under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 in connection with a purchase of Common Stock (an
"HSR Notice") 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 (C) holds 5% of the outstanding shares of Common
Stock as of December 30, 1999 and thereafter files an HSR Notice 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,
or (ii) 10 business days (or such later date as the Board of Directors 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, the Company 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.
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 the Company 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.
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2
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
the Company and who are not representatives, nominees, Affiliates or
Associates of an Acquiring Person determine to be fair and not inadequate and
to otherwise be in the best interests of the Company and its
stockholders, after receiving advice from one or more investment banking firms
(a "Qualified Offer"), 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 the Company) having a value equal to two times
the Purchase Price. Notwithstanding any of the foregoing, following the
occurrence of the event 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 event set forth
above until such time as the Rights are no longer redeemable by the Company as
set forth below.
For example, at a Purchase Price of $60, 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, on or at any time after a Stock Acquisition Date,
(i) the Company engages in a merger or other business combination transaction
in which the Company is not the surviving corporation (other than with an
entity which acquired the shares pursuant to a Qualified Offer), (ii) the
Company engages in a merger or other business combination transaction in which
the Company is the surviving corporation and the Common Stock of the Company
is changed or exchanged, or (iii) 50% or more of the assets, cash flow or
earning power of the Company and its subsidiaries (taken as a whole) are sold
or transferred, each holder of a Right (except as noted below) shall
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a
market value (determined as provided in the Rights Agreement) of two times the
exercise price of the Right. The events set forth in this 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 of Directors may exchange the Rights
(other than Rights owned by such person or group which have become void), in
whole or in part, for Common Stock 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 the Company's preference stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a redemption price
of $0.01 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
$0.01 redemption price.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company 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 prior to the Distribution Date. After the Distribution
Date, the provisions of the Rights Agreement may be amended by the Board of
Directors 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
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3
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 of
Directors since the Board of Directors 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.
The foregoing discussion does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, Amendment No.
1 and Amendment No. 2.
Item 2. Exhibits.
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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
(incorporated herein by reference to Exhibit 4 to the
Company's Current Report on Form 8-K dated July 29, 1998,
Commission File No. 1-1941). 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).
2. Amendment No. 1 to Rights Agreement dated as of March 17,
1999, between the Company and First Chicago Trust Company
of New York (incorporated herein by reference to Exhibit 2
to the Company's Registration Statement on Form 8-A/A
dated March 19, 1999, Commission File No. 1-1941).
*3. Amendment No. 2 to Rights Agreement dated as of December
30, 1999, between the Company and First Chicago Trust
Company of New York.
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* Filed Herewith
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4
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: December 30, 1999
BETHLEHEM STEEL CORPORATION,
By: /s/ G. L. Millenbruch
--------------------------
Name: G. L. Millenbruch
Title: Vice Chairman & CFO
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5
INDEX OF EXHIBITS
Exhibit
Number Description
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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
(incorporated herein by reference to Exhibit 4 to the Company's
Current Report on Form 8-K dated July 29, 1998, Commission File
No. 1-1941). 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).
2. Amendment No. 1 to Rights Agreement dated as of March 17, 1999,
between the Company and First Chicago Trust Company of New York
(incorporated herein by reference to Exhibit 2 to the Company's
Registration Statement on Form 8-A/A dated March 19, 1999,
Commission File No. 1-1941).
3. Amendment No. 2 to Rights Agreement dated as of December 30,
1999, between the Company and First Chicago Trust Company of
New York.
EXHIBIT 3
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,
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2
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.
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
