<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Bethlehem Steel Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
Bethlehem
Steel
Corporation
Notice of 2000 Annual
Meeting of Stockholders
and Proxy Statement
[LOGO OF BETHLEHEM STEEL CORP]
<PAGE>
Bethlehem Steel Corporation
1170 EIGHTH AVENUE
BETHLEHEM, PA 18016-7699
[LOGO OF BETHLEHEM STEEL]
March 9, 2000
To All Bethlehem Stockholders:
It is a pleasure to invite you to the Annual Meeting of Stockholders which
will be held on Tuesday, April 25, 2000. We will meet in the Main Ballroom of
the DoubleTree Hotel Wilmington, Wilmington, Delaware, at 10 a.m. Your
continuing interest in Bethlehem's business is appreciated, and I hope that as
many of you as possible will attend the Meeting in person.
The annual election of directors will take place at the Meeting. Personal
information about each nominee for the Board of Directors, as well as
information about the functions of the Board and its committees, is contained
in the Proxy Statement.
Roger P. Penny, Vice Chairman and a Director, retired earlier this year after
41 years of service with Bethlehem. Also, Dean P. Phypers and Robert
McClements, Jr. will retire as directors in April of 2000. We greatly
appreciate the valuable and dedicated service they have provided to Bethlehem.
You are also being asked to ratify the appointment of PricewaterhouseCoopers
LLP as Bethlehem's independent auditors for 2000.
Please read the formal notice of the Meeting and the Proxy Statement
carefully. For those of you who cannot be present at the Meeting, I urge you to
participate by completing, signing and returning your proxy in the enclosed
envelope. Your vote is important, and the management of Bethlehem appreciates
the cooperation of stockholders in directing proxies to vote at the Meeting.
Sincerely,
/s/ Curtis H. Barnette
Curtis H. Barnette,
Chairman
<PAGE>
BETHLEHEM STEEL CORPORATION
1170 Eighth Avenue
Bethlehem, Pennsylvania 18016-7699
[LOGO OF BETHLEHEM STEEL CORP]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Bethlehem Steel Corporation will be
held in the Main Ballroom, DoubleTree Hotel Wilmington, 4727 Concord Pike, U.S.
Route 202, Wilmington, Delaware, on Tuesday, April 25, 2000, at 10 a.m., for
the following purposes:
(1) to elect ten directors to serve for terms of one year and until their
successors have been elected and qualified;
(2) to ratify the appointment of PricewaterhouseCoopers LLP as the independent
auditors for 2000; and
(3) to transact such other business as may properly come before the Meeting.
Stockholders of record at the close of business on March 7, 2000, are
entitled to receive notice of and to vote at the Meeting.
This Notice, the Proxy Statement and the enclosed form of proxy are sent to
you by order of the Board of Directors.
William H. Graham
Secretary
March 9, 2000
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Whether or not you expect to attend the Meeting, please complete and return
the enclosed proxy card.
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<C> <S>
1 General Information for Stockholders
1 Proxy Solicitation
1 Voting Policy and Procedure
2 Voting Tabulation and Results
3 Stockholder Proposals
3 Item 1 -- Election of Directors
3 General Information
3 Information Concerning Nominees
6 Board Meetings and Committees of the Board
8 Director Compensation
8 Retirement Policy
8 Certain Relationships and Related Transactions
9 Item 2 -- Ratification of the Appointment of Independent Auditors
10 Stock Ownership Information
10 Stock Ownership of Director Nominees and Executive Officers
11 Five Percent Stockholders
12 Section 16(a) Beneficial Ownership Reporting Compliance
12 Executive Compensation
12 Compensation Committee Report on Executive Compensation
17 Summary Compensation Table
Employment Contracts and Termination of Employment and Change-in-Control
18 Arrangements
19 Stock Option/SAR Grants in 1999
Aggregated Stock Option/SAR Exercises in 1999 and December 31, 1999, Stock
19 Option Values
20 Pension Plan Table
21 Comparative Stock Performance
22 Additional Information
22 Indemnification Assurance Agreements
22 Other Matters
</TABLE>
<PAGE>
Proxy Statement
The Board of Directors of Bethlehem Steel Corporation is furnishing this
Proxy Statement in connection with its solicitation of proxies for use at the
Annual Meeting of Stockholders to be held on April 25, 2000, and any
adjournments thereof. This Proxy Statement and the accompanying form of proxy
are being mailed to stockholders on or after March 9, 2000.
GENERAL INFORMATION FOR STOCKHOLDERS
Proxy Solicitation
Bethlehem's Board of Directors solicits proxies in order to provide every
stockholder with an opportunity to vote on all matters that properly come
before the Annual Meeting, whether or not the stockholder attends in person.
When you as a stockholder properly sign, date and return the enclosed form of
proxy, the persons named as proxies vote your shares in accordance with your
directions. If you send no directions, the persons named as proxies will vote
your shares in accordance with the Board's recommendation.
Bethlehem will bear the cost of soliciting proxies. A number of its officers
and regular employees may solicit proxies personally and by telephone. In
addition, Georgeson Shareholder Communications Inc. will assist Bethlehem in
soliciting proxies from brokers, bank nominees and institutional holders for an
estimated fee of $10,000 plus expenses. Brokerage houses, nominees and other
custodians and fiduciaries will send proxy material directly to their
principals, and Bethlehem will reimburse them for their expenses in doing so.
Voting Policy and Procedure
Record Date. Holders of record of Bethlehem Common Stock and ESOP Preference
Stock on March 7, 2000 (the "Record Date") are entitled to notice of the Annual
Meeting and to vote at the Meeting the shares held on that date. Each share of
Common Stock and ESOP Preference Stock is entitled to one vote.
Confidential Voting. Bethlehem has adopted a confidential voting policy, which
provides that votes will be held in confidence from Bethlehem, its directors,
officers and employees except:
. to allow the independent inspector of election to certify the results of the
vote;
. as necessary to meet applicable legal requirements and to assert or defend
claims for or against Bethlehem;
. in case of a contested proxy solicitation; or
. in the event a stockholder has made a written comment on the proxy material.
As part of the policy, Bethlehem will continue to employ an independent
tabulator to receive and tabulate the proxies and an independent inspector of
election.
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Methods of Voting. You can vote your shares by ballot at the Annual Meeting or
by marking, signing and dating the enclosed proxy card and returning it in the
postage paid envelope. You may revoke your proxy or submit a revised proxy at
any time before it is voted at the Annual Meeting.
Voting Under Benefit Plans. The enclosed voting instruction card indicates the
shares of Common Stock and ESOP Preference Stock allocated to your accounts in
the following plans on the Record Date:
. Bethlehem Steel Corporation Employee Stock Ownership Plan;
. Savings Plan for Salaried Employees of Bethlehem Steel Corporation and
Subsidiary Companies;
. Capital Accumulation Plan for Certain Salaried Employees of Bethlehem Lukens
Plate Division;
. Capital Accumulation Plan for Certain Hourly Employees of the Bethlehem
Lukens Plate Division (USW, AFL-CIO, Coatesville, PA); and
. Capital Accumulation Plan for Certain Employees of Washington Steel
Corporation (Massillon, OH).
When you properly sign, date and return the enclosed instruction card, you tell
the trustees under these plans to vote the shares allocated to your accounts as
you instruct them. In order for your voting instructions under these plans to
have effect, you must return the enclosed instruction card to Bethlehem's
tabulator before 5 p.m., Eastern standard time, on April 21, 2000. If you fail
to do so, the trustees will vote the shares allocated to your accounts in the
same proportions as the shares for which instructions for the particular plan
are received. The trustees will also vote the unallocated shares held in the
Loan Suspense Account under the Capital Accumulation Plan for Certain Salaried
Employees of Bethlehem Lukens Plate Division in the same proportion as the
shares for which instructions for that plan are received.
Voting Tabulation and Results
The independent inspector of election will tabulate the votes cast at the
Annual Meeting. The inspector of election will treat shares of Common Stock and
ESOP Preference Stock represented by a properly executed proxy as present at
the Annual Meeting for purposes of determining a quorum. This will be done
regardless of whether the proxy is marked as casting a vote or abstaining.
Likewise, the inspector of election will treat shares of Common Stock
represented by "broker non-votes" as present for purposes of determining a
quorum.
The Board nominees who receive the greatest number of the affirmative votes
cast by holders of Common Stock and ESOP Preference Stock, up to the number of
directors to be elected, will be elected. Accordingly, so long as a quorum is
present, abstentions or broker non-votes will not affect the election of
directors.
The appointment of the independent auditors must be ratified by the
affirmative vote of the holders of a majority of the shares of Common Stock and
ESOP Preference Stock that are present in person or by proxy and entitled to
vote at the Meeting, voting together as a single class. Therefore, abstentions
and broker non-votes will have the same effect as votes against this proposal.
2
<PAGE>
Stockholder Proposals
You may include a proposal in the proxy statement for a future annual meeting
of stockholders if it is a proper subject for inclusion, is submitted to
Bethlehem on a timely basis and otherwise complies with Rule 14a-8 under
Section 14(a) of the Securities Exchange Act of 1934 and the laws of the State
of Delaware. Each proposal you submit should include your full and correct
registered name and address, the number of shares you own and their dates of
acquisition. If you claim beneficial ownership, you must submit proof of it
with the proposal. In addition, you must appear personally or by proxy at the
Annual Meeting to present the proposal for action. In order for such proposals
to be included in the proxy statement for the Annual Meeting of Stockholders to
be held in 2001, Bethlehem must receive them on or before November 9, 2000.
Pursuant to Rule 14a-4 under Section 14(a) of the Securities Exchange Act of
1934, you may also submit proposals outside the framework of Rule 14a-8. In
accordance with these rules and the advance notice provisions of Bethlehem's
By-laws, stockholders who intend to submit proposals for consideration at the
2001 Annual Meeting outside the processes of Rule 14a-8 must forward such
proposals to Bethlehem in writing on or before January 24, 2001, and must
otherwise comply with such advance notice provisions and applicable Delaware
law.
The Board carefully considers all proposals and suggestions submitted by
stockholders. Management and the Board will usually adopt a proposal or
suggestion if it is practicable and in the best interests of Bethlehem and its
stockholders.
ITEM 1 -- ELECTION OF DIRECTORS
General Information
The business and affairs of Bethlehem are managed by or under the direction
of its Board of Directors. Stockholders elect directors in April of each year
to serve for terms of one year and until their successors have been elected and
qualified or until their earlier resignation, retirement or removal. Absent
instructions to the contrary, the persons named in the accompanying form of
proxy intend to vote the shares covered by proxies "For" the election of the
director nominees named below. Absent instructions to the contrary, if any
nominee shall, prior to the Annual Meeting, become unavailable for election as
a director, the persons named in the accompanying form of proxy will vote for a
substitute nominee, if the Board recommends one.
Information Concerning Nominees
The following 10 nominees have been recommended by the Committee on Directors
and proposed by the entire Board of Directors. Of the 10 nominees, 8 are not
employees of Bethlehem. These 8 non-employee Board members bring valuable
experience to Bethlehem from a variety of fields. None of them has carried on
an occupation or employment with any subsidiary or other affiliate of
Bethlehem. All of the nominees have been recommended on the basis of their
demonstrated broad knowledge, experience and ability in their respective
endeavors and, most importantly, on the basis of their ability to represent the
interests of all stockholders, rather than the special interests of a
particular group. Each nominee is
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<PAGE>
presently a director of Bethlehem and, except for Mr. Dunham, has previously
been elected a director by the stockholders. Mr. Curtis H. Barnette,
Bethlehem's current Chairman, Chief Executive Officer and a Director, plans to
retire on April 30, 2000, and will not stand for re-election to the Board. Mr.
Roger P. Penny, former Vice Chairman and a Director, retired on January 31,
2000, and will not stand for re-election to the Board. Messrs. Robert
McClements, Jr. and Dean P. Phypers, current Directors, have decided not to
stand for re-election to the Board. Effective as of the Annual Meeting the size
of the Board has been reduced to 10.
[PHOTO OF Benjamin R. Civiletti -- Mr. Civiletti, age 64, was elected
BENJAMIN CIVILETTI a director of Bethlehem in 1993. He has been Chairman of
APPEARS HERE] Venable, Baetjer and Howard, a law firm, since July 1993 and
a partner since 1981. He had been Managing Partner of that
firm from 1987 until 1993. He previously served as Attorney
General of the United States from 1979 to 1981. Mr.
Civiletti is also a director of MBNA America Bank, N.A.,
MBNA International Bank Limited, The Wackenhut Corporation
and Wackenhut Corrections Corporation.
[PHOTO OF Worley H. Clark -- Mr. Clark, age 67, was elected a director
WORLEY CLARK of Bethlehem in 1993. He is President of W "H" Clark
APPEARS HERE] Associates, Ltd., a consulting firm. He retired as Chairman
and Chief Executive Officer of Nalco Chemical Company, a
manufacturer of specialty chemicals, in 1994, having held
the positions of Chief Executive Officer since 1982 and
Chairman since 1984 and having been an employee of that
company since 1960. Mr. Clark is also a director of USG
Corporation, Fort James Corporation, Ultramar Diamond
Shamrock Corporation, Merrill Lynch & Co., Inc. and
Millennium Chemicals Inc.
[PHOTO OF John B. Curcio -- Mr. Curcio, age 65, was elected a director
JOHN CURCIO of Bethlehem in 1988. He was Chief Executive Officer and a
APPEARS HERE] director of Mack Trucks, Inc., a manufacturer of heavy-duty
trucks, from 1983 until 1989 and Chairman of the Board from
1985 until his retirement. Mr. Curcio is also a director of
Minerals Technologies, Inc. and Integrated Components
Systems, Inc. and Vice Chairman of Dallas & Mavis
Specialized Carrier Co. and Jupiter Logistics, de Mexico,
S.A. de C.V.
[PHOTO OF Duane R. Dunham -- Mr. Dunham, age 58, was elected a
DUANE DUNHAM director of Bethlehem in August, 1999. He has been an
APPEARS HERE] employee of Bethlehem since 1965, holding various positions.
He was elected President and Chief Operating Officer
effective August 1, 1999, and prior to that time, he had
been President, Sparrows Point Division, since 1993.
4
<PAGE>
[PHOTO OF Lewis B. Kaden -- Mr. Kaden, age 57, was elected a director
LEWIS KADEN of Bethlehem in 1994. He has been a partner of Davis Polk &
APPEARS HERE] Wardwell, a law firm, and an Adjunct Professor of Law at
Columbia University since 1984, where he was a Professor of
Law from 1976 to 1984.
[PHOTO OF Harry P. Kamen -- Mr. Kamen, age 66, was elected a director
HARRY KAMEN of Bethlehem in 1993. He retired in 1998 as Chairman of the
APPEARS HERE] Board and Chief Executive Officer of Metropolitan Life
Insurance Company, a mutual life insurance company,
positions he held since April 1993. He held the additional
title of President of Metropolitan Life from December 1995
to November 1997. Mr. Kamen is also a director of Banco
Santander, Metropolitan Life Insurance Company, NVEST, L.P.,
Pfizer Inc. and National Association of Securities Dealers,
Inc.
[PHOTO OF William M. Landuyt -- Mr. Landuyt, age 44, was elected a
WILLIAM LANDUYT director of Bethlehem in 1998. He has been Chairman and
APPEARS HERE] Chief Executive Officer of Millennium Chemicals Inc., an
international chemicals company, since its demerger from
Hanson PLC on October 1, 1996. He has also been President of
Millennium since June 1997. Mr. Landuyt was a director and
President and Chief Executive Officer of Hanson Industries
(which managed the U.S. operations of Hanson PLC until the
demerger) from June 1995 until the demerger, a director of
Hanson PLC from 1992 until September 29, 1996, Finance
Director of Hanson PLC from 1992 to May 1995, and Vice
President and Chief Financial Officer of Hanson Industries
from 1988 to 1992. He joined Hanson Industries in 1983.
[PHOTO OF Gary L. Millenbruch -- Mr. Millenbruch, age 62, was elected
GARY MILLENBRUCH a director of Bethlehem in 1991. He was elected Vice
APPEARS HERE] Chairman effective August 1, 1999 and Chief Financial
Officer effective November 1, 1992. He has been an employee
of Bethlehem since 1959, holding various positions. Prior to
his election as Vice Chairman, he had been Executive Vice
President since 1992, Senior Vice President since 1986, and
Treasurer from September, 1994 to September, 1999.
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[PHOTO OF Shirley D. Peterson -- Mrs. Peterson, age 58, was elected a
SHIRLEY PETERSON director of Bethlehem in January 1996. She became President
APPEARS HERE] of Hood College in 1995. She was a member of Steptoe &
Johnson, a law firm, from 1993 through 1994, Commissioner of
the Internal Revenue Service from 1992 to 1993, and an
Assistant Attorney General (Tax Division), United States
Department of Justice, from 1989 to 1992. Mrs. Peterson is
also an Independent Trustee of Kemper Mutual Funds.
[PHOTO OF John F. Ruffle -- Mr. Ruffle, age 62, was elected a director
JOHN RUFFLE of Bethlehem in 1990. He retired in 1993 as Vice Chairman of
APPEARS HERE] the Board of J.P. Morgan & Co. Incorporated, a bank holding
company, and Morgan Guaranty Trust Co. of New York, a
commercial bank, positions he held since 1985. Mr. Ruffle is
also a director of Trident Corporation, American Shared
Hospital Services, Inc., The Wackenhut Corporation and
Wackenhut Corrections Corporation, a Trustee of JP Morgan
Series Trust II and a member of the Board of Managers of the
North Moore Fund, LLC and JP Morgan Global Emerging Markets
Fund, LLC.
In addition to the business activities described above, the director nominees
also participate in various other business, professional and charitable
activities.
Board Meetings and Committees of the Board
Directors are kept informed of Bethlehem's business by presentations made at
Board meetings and by various reports sent to them by management. The Board of
Directors meets regularly and met 9 times during 1999. Directors also meet in
committees of the Board. During 1999, the average attendance of directors at
Board meetings and meetings of committees to which they belonged was
approximately 97%.
Executive Committee. This Committee consists of Messrs. Barnette (Chairman),
Dunham and Millenbruch and met 8 times in 1999. It has all of the powers of the
Board during intervals between Board meetings.
Finance Committee. This Committee consists of Mr. Barnette (Chairman) and all
other directors and met 8 times in 1999. It advises the Board, the Executive
Committee and the officers and employees of Bethlehem with respect to all
activities, plans and policies affecting the financial affairs of Bethlehem,
including dividends.
Audit Committee. This Committee consists of Messrs. Ruffle (Chairman),
Civiletti, Kaden, Kamen and Landuyt and Mrs. Peterson and met 4 times in 1999.
It assists the Board in reviewing and overseeing Bethlehem's accounting,
auditing, internal controls, financial reporting and legal compliance and has,
but is not limited to, the following powers:
. to review the performance of the independent auditors and make
recommendations to the Board about the appointment, reappointment or
termination of the independent auditors;
. to review with Bethlehem's general auditor and the independent auditors
their annual audit plans;
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. to meet with management, the independent auditors and Bethlehem's general
auditor to discuss the appropriateness of Bethlehem's internal controls;
. to meet separately, in executive session, on a regular basis, with
Bethlehem's general auditor and the independent auditors to discuss the
results of their audits and their evaluations of Bethlehem's internal
controls and financial reporting;
. to review the appointment and dismissal of Bethlehem's general auditor; and
. to review with Bethlehem's general counsel the practices, procedures and any
material issues relating to litigation management, provisions for contingent
litigation liabilities and the legal compliance program.
Compensation Committee. This Committee consists of Messrs. Clark (Chairman),
Curcio, McClements and Phypers and met 9 times in 1999. It has the
responsibility for management compensation and review and has, but is not
limited to, the following powers:
. to fix the compensation to be paid to the principal corporate officers of
Bethlehem;
. to administer the Annual Incentive Compensation Plan for Key Employees of
Bethlehem, the 1998, 1994 and 1988 Stock Incentive Plans of Bethlehem, and
the 1994 Non-Employee Directors Stock Plan; and
. to review and approve Bethlehem's report on executive compensation contained
in this Proxy Statement.
The members of this Committee do not participate in the executive
compensation programs the Committee administers.
Committee on Directors. This Committee consists of Mr. Civiletti (Chairman)
and all other non-employee directors and met 6 times in 1999. It advises the
Board on corporate governance issues and has, but is not limited to, the
following powers:
. to search for persons qualified to be members of the Board and to make
recommendations about them to the Board;
. to review and evaluate the members of the Board, the Committees of the Board
and procedures and policies of the Board;
. to review and evaluate the performance of Bethlehem and its management;
. to review compensation and benefits for members of the Board; and
. to review organization, strategic planning and scheduling for the Board and
the Committees of the Board.
If you as a stockholder wish to recommend a nominee for membership on the
Board of Directors, you should write to the Secretary of Bethlehem specifying
the name of the nominee and his or her qualifications. Each submission must
include the written consent of the person proposed for nomination indicating
that he or she is willing and able to serve as a director of Bethlehem. All
such recommendations will be brought to the attention of the Committee on
Directors.
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Director Compensation
Each non-employee director receives the following compensation for service:
. an annual retainer of $25,000, payable quarterly;
. an annual retainer of $5,000, payable quarterly, to the Chairman of the
Audit Committee, Compensation Committee and Committee on Directors;
. attendance fees of $1,000 for the Annual Meeting of Stockholders, any Board
of Directors meeting, any committee meeting(s) held on the same day as a
board meeting and any committee meeting(s) held on a day other than a day on
which a board meeting is held; and
. 500 shares of Bethlehem Common Stock awarded on December 1 of each year
pursuant to the 1994 Non-Employee Directors Stock Plan, which was approved
by stockholders.
Non-employee directors also receive reimbursement for any expenses they incur
in connection with the business and affairs of Bethlehem. None of the directors
who are employees of Bethlehem receive compensation separately for service as a
member of the Board of Directors or any committee of the Board.
Under the Post Retirement Retainer Plan, non-employee directors who retire
from the Board with 10 or more years of service will receive annual payments
equal to 100% of the annual retainer fee payable at retirement. Non-employee
directors who retire with between 5 and 10 years of service will receive annual
payments starting at 50% of the annual retainer fee payable at retirement for
directors with 5 years of service and increasing 10% for each year of service
up to 10 years. The annual payments will begin at retirement (or at age 65 if
retirement is prior to age 65) and will continue for a period equal to the
director's years of service with the Board.
Retirement Policy
The general retirement policy of the Board of Directors provides that non-
employee directors shall retire at the end of the term in which they reach age
70. However, the current non-employee directors who were elected at the 1991
Annual Meeting of Stockholders (Messrs. Curcio and Ruffle) shall retire no
later than at the end of the term in which they reach age 72. Employee
directors shall retire from the Board at the time of their retirement from
Bethlehem. The present retirement age for management employees of Bethlehem is
65.
Certain Relationships and Related Transactions
Pursuant to the terms of a 1999 labor agreement with the United Steelworkers
of America ("USWA"), the USWA has the right to designate a nominee for
consideration by the Committee on Directors and the Board of Directors for one
seat on the Board. The nominee is to be a prominent individual with experience
in public service, labor, education or business. The nominee shall not be or
become, while serving as a director, an officer, employee or director of the
USWA. Subject to complying with the same standards of conduct as every other
Bethlehem director, and subject to annual election by the stockholders, the
USWA nominee will serve as a director during the term of the 1999 labor
agreement, which terminates July 31, 2004. Mr. Kaden, who has been the USWA's
designated nominee
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throughout the term of the 1993 Labor Agreement, was again designated by the
USWA for consideration as a director of Bethlehem by the Committee on
Directors. The Committee on Directors has recommended Mr. Kaden's election to
the Board.
As noted above, Mr. Civiletti is Chairman of Venable, Baetjer and Howard and
Mr. Kaden is a partner of Davis Polk & Wardwell. Both of these law firms render
legal service to Bethlehem in the ordinary course of business.
ITEM 2 -- RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, on the recommendation of the Audit Committee, has
appointed the firm of PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as
independent auditors to examine the financial statements of Bethlehem and its
consolidated subsidiaries for the year 2000.
Representatives of PricewaterhouseCoopers are expected to be present at the
Annual Meeting of Stockholders. There they will have an opportunity to make a
statement if they so desire and are available to respond to appropriate
questions.
The affirmative vote of the holders of a majority of the shares of Common
Stock and of ESOP Preference Stock that are present in person or by proxy and
entitled to vote at the Annual Meeting, voting together as a single class, is
required for ratification of the appointment of the independent auditors.
The Board of Directors recommends that stockholders vote "For" ratification
of the appointment of the independent auditors.
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STOCK OWNERSHIP INFORMATION
Stock Ownership of Director Nominees and Executive Officers
The following table shows the shares of Bethlehem Common Stock beneficially
owned, directly or indirectly, by each current director, Mr. Bargeron and all
directors and executive officers as a group on the Record Date. None of the
directors or executive officers of Bethlehem, except for Mr. Kamen, own any
shares of Bethlehem Preferred Stock or ESOP Preference Stock. Mr. Kamen
beneficially owns 1,000 shares of Bethlehem $5.00 Preferred Stock.
<TABLE>
<CAPTION>
Amount and Nature of
Name Beneficial Ownership(1)(2) Percent of Class(3)
- ----------------------------------------------------------------------------
<S> <C> <C>
Curtis H. Barnette 763,927 (4)
- ----------------------------------------------------------------------------
Benjamin R. Civiletti 4,200 (4)
- ----------------------------------------------------------------------------
Worley H. Clark 5,000 (4)
- ----------------------------------------------------------------------------
John B. Curcio 4,500 (4)
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Duane R. Dunham 172,417 (4)
- ----------------------------------------------------------------------------
Lewis B. Kaden 4,000 (4)
- ----------------------------------------------------------------------------
Harry P. Kamen 9,400 (4)
- ----------------------------------------------------------------------------
William M. Landuyt 1,900 (4)
- ----------------------------------------------------------------------------
Robert McClements, Jr. 4,000 (4)
- ----------------------------------------------------------------------------
Gary L. Millenbruch 306,084 (4)
- ----------------------------------------------------------------------------
Roger P. Penny 307,595 (4)
- ----------------------------------------------------------------------------
Shirley D. Peterson 2,500 (4)
- ----------------------------------------------------------------------------
Dean P. Phypers 6,000 (4)
- ----------------------------------------------------------------------------
John F. Ruffle 4,000 (4)
- ----------------------------------------------------------------------------
Walter N. Bargeron 148,908 (4)
- ----------------------------------------------------------------------------
30 directors and executive
officers as a
group (including those named
above) 2,768,390(/5/) 2%
</TABLE>
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(1) The figures shown include a total of 81,034 shares allocated as of February
29, 2000, to the accounts of participants under the Savings Plan for
Salaried Employees of Bethlehem Steel Corporation and Subsidiary Companies.
Bethlehem matches employee contributions up to 4% of base salary. These
matching contributions are in the form of Bethlehem Common Stock. Employees
also have the option to have their contributions invested in Bethlehem
Common Stock. As of February 29, 2000, there were approximately 4,900
participants (including about 88% of eligible employees) in the Savings
Plan, holding a total of 6,569,385 shares of Bethlehem Common Stock,
representing approximately 5% of total outstanding shares.
10
<PAGE>
(2) The Securities and Exchange Commission deems a person to have beneficial
ownership of all shares which that person has the right to acquire within
60 days. The figures shown include fully vested stock options and stock
options subject to acquisition within 60 days that were granted under the
1988, 1994 and 1998 Stock Incentive Plans of Bethlehem to the following
individuals or group: Mr. Barnette, 627,000 shares; Mr. Bargeron, 94,750
shares; Mr. Dunham, 111,500 shares; Mr. Millenbruch, 205,000 shares; Mr.
Penny, 228,750 shares; and the directors and executive officers as a group,
1,885,950 shares.
(3) Based upon 131,641,347 total outstanding shares of Common Stock on the
Record Date.
(4) The number of shares deemed to be owned by each director or executive
officer represents less than 1% of the outstanding shares.
(5) The figures shown include an aggregate of 2,475 shares held by, or for the
benefit of, the immediate families or other relatives of all directors and
executive officers as a group. Directors and executive officers disclaim
beneficial ownership of all of these shares.
Five Percent Stockholders
On the Record Date, there were outstanding a total of (a) 131,641,347 shares
of Bethlehem Common Stock, owned of record by approximately 32,800 stockholders
and (b) 1,990,777 shares of Bethlehem ESOP Preference Stock, owned of record by
State Street Bank and Trust Company as trustee under a qualified plan for
approximately 10,200 participants. To the knowledge of the Board, no other
person beneficially owned 5% or more of the ESOP Preference Stock and the only
persons beneficially owning 5% or more of the Common Stock on the Record Date
were:
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Number of Shares % of Class
- ---------------------------------------------------------------------
<S> <C> <C>
State Street Bank and Trust Company(/1/)
225 Franklin Street
Boston, Massachusetts 02110 10,446,661 7.82%
- ---------------------------------------------------------------------
FMR Corp.(/2/)
82 Devonshire Street
Boston, Massachusetts 02109 14,608,499 11.14%
- ---------------------------------------------------------------------
Greenway Partners, L.P.(/3/)
277 Park Avenue 27th Floor
New York, New York 10017 7,302,800 5.6%
- ---------------------------------------------------------------------
</TABLE>
(1) State Street Bank and Trust Company, acting in various fiduciary
capacities, filed a Schedule 13G with the Securities and Exchange
Commission indicating that, at December 31, 1999, it had aggregate
beneficial ownership of Bethlehem Common Stock, including (i) sole voting
power for 2,091,091 shares, (ii) shared voting power for 8,197,319 shares
(includes 2,012,230 convertible preferred shares), (iii) sole dispositive
power for 10,446,090 shares (includes 2,012,230 convertible preferred
shares), and (iv) shared dispositive power for 571 shares. The Schedule 13G
indicates that 6.1% of the shares beneficially owned are on behalf of the
Bethlehem Steel Corporation Employee Stock Ownership Plan.
(2) FMR Corp., Edward C. Johnson 3d and Abigail P. Johnson jointly filed a
Schedule 13G/A with the Securities and Exchange Commission indicating that,
at December 31, 1999, they had aggregate beneficial ownership of Bethlehem
Common Stock, including (i) sole voting power by FMR Corp. for
11
<PAGE>
103,359 shares, (ii) no shared voting power, (iii) sole dispositive power by
FMR Corp. for 11,228,719 shares and by Edward C. Johnson 3d and Abigail P.
Johnson for 14,608,499 shares, and (iv) no shared dispositive power. Of the
shares beneficially owned by FMR Corp., Fidelity Retirement Growth Fund, an
investment company, had an interest in 6,798,200 shares or 5.18% of
Bethlehem's total outstanding Common Stock at December 31, 1999.
In addition, Fidelity International Limited, Pembroke Hall, 42 Crowlane,
Hamilton, Bermuda, along with Edward C. Johnson 3d and Abigail P. Johnson
filed a separate Schedule 13G/A with the Securities and Exchange Commission
indicating that, at December 31, 1999, it had aggregate beneficial ownership
of 14,608,499 shares of Bethlehem Common Stock, including sole voting and
sole dispositive power for 3,379,780 shares, which represents 2.58% of the
11.14% disclosed by FMR Corp.
(3) The following entities and individuals jointly filed a Schedule 13D with
the Securities and Exchange Commission indicating that, at August 4, 1999,
they had aggregate beneficial ownership of Bethlehem Common Stock,
including sole voting power, sole dispositive power, shared voting power
and shared dispositive power, respectively, as follows: Greenway Partners,
L.P. (1,725,600; 0; 1,725,600; 0), Greentree Partners, L.P. (126,000; 0;
126,000; 0), Greenhouse Partners, L.P. (0; 1,725,600; 0; 1,725,600),
Greenhut L.L.C. (0; 126,000; 0; 126,000), Greenbelt Corp. (3,404,200; 0;
3,404,200; 0), Greensea Offshore, L.P. (1,445,000; 0; 1,445,000; 0),
Greenhut Overseas, L.L.C. (0; 1,445,000; 0; 1,445,000), Alfred D. Kingsley
(527,000; 6,700,800; 527,000; 6,700,800), and Gary K. Duberstein (75,000;
6,700,800; 75,000; 6,700,800).
Section 16(a) Beneficial Ownership Reporting Compliance
The Securities Exchange Act of 1934 requires Bethlehem's directors and
executive officers and certain other stockholders to file reports of ownership
and changes in ownership of Bethlehem stock with the Securities and Exchange
Commission and the New York Stock Exchange. To Bethlehem's knowledge, all such
reports for 1999 were timely filed.
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
Bethlehem's executive compensation programs are designed to attract, retain
and motivate highly qualified executives to help cause the best possible
performance from them. Compensation for Bethlehem's executives is based both on
individual performance and upon corporate and business unit performance and
consists of the following elements:
. Salaries that are determined by individual contribution and performance and
that are competitive in the marketplace.
. Incentive compensation bonuses that, if paid, are directly linked to
corporate and business unit profitability and performance that enhance
stockholder value.
. Long-term stock incentives that are designed to align the interests of the
executives with those of the stockholders and to increase the long-term
retention of key employees. Stock ownership fosters
12
<PAGE>
commitment to long-term stockholder value, and executives are encouraged to
own and hold Bethlehem Common Stock through these stock incentive plans and
the Savings Plan.
. A broad-based employee benefits program that includes a pension program, a
savings plan, group medical coverage and life insurance.
The Compensation Committee of the Board of Directors is responsible for
administering Bethlehem's executive compensation programs and for determining
the compensation of Bethlehem's executive officers. The Committee has available
to it extensive compensation surveys (primarily with respect to salaries,
annual incentive compensation and stock options), independent compensation
consultants and information about executive compensation within the steel
industry and other industry groups. The Committee is composed of directors who
are not current or retired employees of Bethlehem and who do not participate in
the executive compensation programs that the Committee administers.
Salaries. The Committee believes the salary of an executive must be based
primarily on the executive's level of responsibility and performance. In
addition, the Committee believes that salaries should be competitive with
executive salaries provided by other companies in the steel business, including
the peer group of integrated steelmakers shown in the comparative performance
chart on page 21 and by other companies that are appropriate to use for
comparison purposes because of similarities in size or the nature of the
businesses. The Committee reviews both publicly available information about the
salaries paid to executive officers of other steel companies and broad survey
data from over 300 manufacturing, non-utility and non-financial services
companies to determine salary levels that compare with those at companies with
similar business performance, measured by such criteria as revenue, return on
assets and return on equity. Salary levels for Bethlehem's executives are
targeted at the median of such survey data for companies with annual revenues
of between $3 billion and $6 billion. Since duties, responsibilities and
experience of an executive officer may differ from survey norms in both content
and scope, adjustments are made by the Committee in its judgment for those
factors as well as for individual performance. Consequently, some salaries are
lower and some higher than survey medians. The Committee conducts periodic
reviews of executive officer salaries and makes adjustments as warranted. The
increase in the 1999 salaries of the executive officers named in the Summary
Compensation Table was based on individual performance. The 1999 salary levels
for these officers do not, in the Committee's opinion, significantly deviate
from survey medians described above.
Incentive Compensation Bonuses. The Committee believes that competitive
salaries should be supplemented by incentive compensation bonus awards that are
directly linked to performance-oriented goals as measured by Bethlehem's annual
business plan. The Committee also believes that achievement of these goals
should create value for Bethlehem's stockholders over time. The awards may be
granted in cash, stock or a combination thereof.
Incentive compensation bonus awards for executive officers are paid pursuant
to an annual incentive plan for essentially all salaried employees. Under the
plan, employees and executive officers have the opportunity to earn a targeted
percentage of base salary that increases with higher position levels, thereby
placing a greater percentage of compensation at risk for those with greater
responsibility. For Messrs.
13
<PAGE>
Barnette, Dunham, Millenbruch and Penny, payment of incentive compensation
under this program is based on the achievement of corporate objectives for
return on net assets above a threshold goal. For other executive officers,
incentive payments are based on the achievement of corporate profitability and
budget goals and, in the case of Mr. Bargeron and other executives at business
units, in part on the achievement of business unit profitability goals and in
part on the achievement of corporate profitability goals. Payments may not
exceed 140% of base salary for the chief executive officer and either 100% or
120% of base salary for the other four executive officers. Because Bethlehem
did not achieve the threshold goal, no incentive compensation bonuses were paid
to Bethlehem's executive officers for 1999.
Long-Term Stock Incentives. The Committee believes that stock incentives are an
important element of Bethlehem's executive compensation program. They help
align the interests of Bethlehem's executives with those of the stockholders
and increase the long-term retention of key employees. Executive officers are
required to own or have plans to own Bethlehem Common Stock in amounts related
to their base salary and to hold and not dispose of shares they own. As
discussed below, the Committee has made stock option and restricted stock
awards to executive officers and other key employees under its stock incentive
plans. Also, Bethlehem's Savings Plan provides for matching company
contributions which are made entirely in Bethlehem Common Stock.
Executive officers and other key employees have received annual grants of
stock options under Bethlehem's stock incentive plans. The Committee believes
that stock options provide an incentive that focuses the executive's attention
on managing Bethlehem from the perspective of an owner with an equity stake in
the business. Options are awarded with an exercise price equal to the market
price of Bethlehem Common Stock on the date of grant and have a maximum term of
10 years. Options awarded in 1999 generally may be exercised for up to one-
fourth of the shares covered by the option each year over a four-year period
commencing on the date of grant. These options were awarded in tandem with
stock appreciation rights. Executives are encouraged to hold the stock received
through the exercise of options and stock appreciation rights. In determining
the number of option shares to award to an executive officer, the Committee
considers the performance of the individual and the individual's position
level. The Committee, in its judgment, may adjust the number of shares based on
a comparison of option awards (using grant date value) of the survey companies
described under "Salaries". Applying these factors on April 27, 1999, the
Committee awarded 333 key employees, including certain of the executive
officers named in the table on page 17, options to purchase Bethlehem Common
Stock at a price of $10.00 per share (the fair market value of Bethlehem Common
Stock on the date of the award). In recognition of his leadership in
instituting strategic initiatives designed to foster long-term stockholder
value, on July 28, 1999, Mr. Barnette was awarded options to purchase 300,000
shares of Bethlehem Common Stock at $8.125 per share (the fair market value of
Bethlehem Common Stock on the date of the award).
The Committee has also implemented a Key Employee Stock Investment Award
Program under the 1998 Stock Incentive Plan that is designed to help increase
the long-term retention of key employees, encourage their ownership of stock
and align their interests with the interests of the stockholders. Under this
Program, executive officers and other key employees have been awarded
restricted shares of Bethlehem Common Stock that may not be sold, transferred
or assigned while the shares are restricted. Unless the Committee determines
otherwise, (a) the restrictions on the shares generally expire either (i) at
age 64 or 65 or at retirement, if later, or (ii) after five years as to one-
half of the shares awarded and at
14
<PAGE>
age 64 or retirement, if later, as to the remaining shares and (b) the shares
are forfeited if the employee voluntarily leaves the employment of Bethlehem
(unless, at Bethlehem's request, the employee enters into a consulting and non-
compete agreement) or is terminated for cause before the restrictions expire.
Dividends, if declared, are payable upon the restricted shares. The size of
restricted stock awards under this Program is determined by the Committee in
its judgment based on a number of factors including level of responsibility,
individual performance and potential to make a contribution to Bethlehem's
future success, overall corporate progress toward achieving sustained
profitability and the restricted stock practices at other companies. The
Committee assigns no specific weight to any of these factors when making its
determinations. Mr. Barnette and the other named executive officers did not
receive any restricted stock awards in 1999.
Compensation of Chief Executive Officer. In establishing Mr. Barnette's salary
for 1999, the Committee considered the salaries of chief executive officers of
other steel companies and companies of similar size and complexity. It also
considered Mr. Barnette's performance during 1998, the continued challenges
facing Bethlehem and his leadership in public policy areas of importance to
Bethlehem and the steel industry, including international trade. During 1998,
Bethlehem had a number of significant achievements, including the completion of
the acquisition of Lukens Inc. and the establishment of the Bethlehem Lukens
Plate Division; the start of construction of our Sparrows Point Division's new
continuous cold rolling mill complex, which should be operational in 2000; the
best safety and environmental performance ever recorded in the history of
Bethlehem; and a one level improvement of our credit rating.
As previously discussed, because of Bethlehem's lack of profitability in
1999, Mr. Barnette did not receive an incentive compensation bonus award or any
restricted stock awards. He did receive stock option awards during 1999 that
are discussed under "Long-Term Stock Incentives" above. The Committee has
agreed to retain Mr. Barnette as a consultant following his retirement for two
years and year-to-year thereafter. He will advise the Corporation on strategic
matters and public policy areas of importance to the Corporation, including
international trade. Under the arrangement, he will receive $200,000 per year.
Limitation on Deductibility of Executive Compensation. Section 162(m) of the
Internal Revenue Code denies a publicly held corporation, such as Bethlehem, a
federal income tax deduction for certain compensation in excess of $1 million
per year paid to or accrued for each of its chief executive officer and four
other most highly compensated executive officers. "Performance-based"
compensation, such as stock options awarded under Bethlehem's 1998 Stock
Incentive Plan, is not subject to the limitation on deductibility.
15
<PAGE>
Based on Bethlehem's substantial net loss carryforwards ($1.4 billion at
December 31, 1999) and the levels and types of compensation of Bethlehem's
affected executive officers, the Committee continues to believe that the
limitation on deductibility of certain compensation is currently not material
to Bethlehem. Nevertheless, the Committee will continue to review the situation
and future events with an objective of achieving deductibility to the extent
appropriate. Restricted stock awards under the existing Key Employee Stock
Investment Award Program are not exempt from the limitation, but the Committee
feels that such awards are a necessary and appropriate incentive to motivate
executives and align their interests with the interests of stockholders.
Compensation Committee
Worley H. Clark, Chairman
John B. Curcio
Robert McClements, Jr.
Dean P. Phypers
16
<PAGE>
Summary Compensation Table
The following table shows the aggregate compensation awarded or paid to, or
earned by, Bethlehem's chief executive officer and each of Bethlehem's other
four most highly compensated executive officers.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
- --------------------------------------------------------------------------------
Other Securities
Annual Restricted Underlying All Other
Salary Compen- Stock Options/ Compen-
Year ($) Bonus($) sation(1)($) Awards(2)($) SARs (#) sation(3)($)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Curtis H. Barnette 1999 781,667 0 465,739 0 300,000 70,882
Chairman and Chief 1998 725,000 453,800 0 991,250 75,000 69,236
Executive Officer 1997 675,000 694,600 931,277 0 50,000 69,677
- --------------------------------------------------------------------------------
Walter N. Bargeron 1999 343,750 0 245,319 0 25,000 25,660
President, Burns 1998 325,000 113,000 0 305,000 25,000 29,756
Harbor Division 1997 300,000 168,800 146,306 0 20,000 29,517
- --------------------------------------------------------------------------------
Duane R. Dunham 1999 433,333 0 338,103 0 40,000 46,050
President and Chief 1998 292,500 146,400 0 305,000 25,000 27,559
Operating Officer 1997 262,500 263,000 201,398 0 20,000 25,641
- --------------------------------------------------------------------------------
Gary L. Millenbruch 1999 499,417 0 245,752 0 40,000 52,224
Vice Chairman and 1998 470,250 212,800 0 305,000 35,000 48,037
Chief Financial Officer 1997 455,000 392,100 554,843 0 30,000 51,123
- --------------------------------------------------------------------------------
Roger P. Penny (4) 1999 569,417 0 111,839 0 40,000 47,505
Vice Chairman 1998 540,250 291,800 0 305,000 40,000 49,531
1997 521,500 451,300 714,877 0 35,000 53,641
</TABLE>
- --------------------------------------------------------------------------------
(1) Relates to the unfunded retirement benefits payable to such officers under
the Excess Benefit Plan and Supplemental Benefits Plan and represents the
amount of payments to cover tax liabilities arising from the purchase of
individually owned annuities to secure a portion of such benefits.
(2) Fair market value at date of issuance of restricted shares of Common Stock
awarded under the Key Employee Stock Investment Award Program. The shares
are restricted and generally may not be sold, transferred or assigned until
age 64 or 65 or at retirement, if later. On February 1, 1999, 25,000 shares
of Mr. Barnette's 1998 award vested. Dividends, if declared, are payable
upon the restricted stock. The aggregate number of shares of restricted
stock awarded under the Key Employee Stock Investment Award Program and
held by each of the named individuals at December 31, 1999, and the
aggregate value of these shares based on a market value of $8.375 per share
at December 31, 1999, is as follows: Mr. Barnette, 46,000 restricted shares
with a value of $385,250; Mr. Bargeron, 48,000 restricted shares with a
value of $402,000; Mr. Dunham, 54,500 restricted shares with a value of
$456,438; Mr. Millenbruch, 41,000 restricted shares with a value of
$343,375; and Mr. Penny, 41,000 restricted shares with a value of $343,375.
During 1999, restrictions lapsed on the following additional shares: Mr.
Barnette, 55,000 shares and Mr. Millenbruch, 25,000 shares.
(3) "All Other Compensation" consists of supplemental insurance costs, Matching
Company Contributions to the Savings Plan, cash or single premium annuities
purchased to cover the shortfall of Matching Company Contributions to the
Savings Plan due to Internal Revenue Code limitations, and the value of
split dollar insurance benefits in the following respective amounts for
1999: Mr. Barnette, $14,984, $5,867, $47,322, $2,709; Mr. Bargeron, $1,735,
$6,400, $13,600, $3,925; Mr. Dunham, $2,810, $6,400, $20,349, $16,491; Mr.
Millenbruch, $9,920, $5,867, $26,277, $10,160; and Mr. Penny, $6,960,
$5,867, $31,500, $3,178. Split Dollar Insurance is in lieu of the Group
17
<PAGE>
Term Life Insurance generally provided by Bethlehem to its salaried
employees. Each executive pays his own premium for the term life portion of
the insurance policy. Bethlehem is reimbursed for the total premium amount
advanced out of the proceeds of the insurance policy if the individual dies
while the split dollar arrangement is in effect or out of the built-up cash
value of the policy if the arrangement terminates prior to the death of the
individual. As security for repayment, Bethlehem is a collateral assignee of
the policy to the extent of any such unreimbursed premium.
(4) Mr. Penny retired on January 31, 2000.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
Bethlehem entered into change in control agreements with Messrs. Barnette,
Dunham and Millenbruch. The agreements provide generally that the executive
officer is entitled to certain severance benefits if the executive officer's
employment is terminated other than for cause, retirement or disability within
two years after a change in control (as defined below) or if the executive
officer terminates his or her employment for good reason within such two-year
period, or for any reason during the 30-day period following the first
anniversary of the change in control. The benefits include the following:
. a lump-sum payment equal to three times annual base salary and average
bonus;
. a lump-sum payment with respect to the benefits to which the executive
officer is entitled under Bethlehem's Excess Benefit Plan or the
Supplemental Benefits Plan of Bethlehem Steel Corporation and Subsidiary
Companies;
. the continuation of life, disability and accident insurance and medical plan
coverage for three years; and
. an additional payment to compensate the executive officer with respect to
any Federal excise tax liability incurred as a result of payments to be made
under the agreement or otherwise in connection with the change in control or
the executive officer's termination of employment.
For purposes of the agreements, the term "change in control" generally means:
. a purchase of Bethlehem Common Stock, or securities convertible into Common
Stock pursuant to a tender or exchange offer;
. the acquisition by certain third parties of 20% or more of the voting power
of Bethlehem's outstanding stock;
. a majority change in the composition of Bethlehem's Board of Directors;
. the consummation of a merger or consolidation of Bethlehem with another
company resulting in more than a 25% change in stock ownership;
. the approval by Bethlehem's stockholders of a plan of liquidation; or
. the dissolution of Bethlehem or the sale of all or substantially all of
Bethlehem's assets.
In addition, pursuant to Bethlehem's various stock incentive plans described
in the "Compensation Committee Report on Executive Compensation", if a change
in control shall occur, unvested stock options held by all participants
(including the executive officers) shall vest and restrictions on shares of
restricted stock held by such participants shall lapse.
As discussed under the Compensation Committee Report on Executive
Compensation, Mr. Barnette has been retained as a consultant following his
retirement. Mr. Penny has also been retained as a consul-
18
<PAGE>
tant for four years following his retirement to advise the Corporation on
strategic and operating matters of importance to the Corporation.
Stock Option/SAR Grants in 1999(1)
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------
Potential Realizable Historic
Percent Value at Assumed (1989-1999)
Number of of Total Annual Rates of Annual Rate of
Shares Options/SARs Stock Stock Price
Underlying Granted to Exercise Price Appreciation Appreciation
Options/SARs Employees Price Per Expiration for (Decline)
Granted(#) in 1999(%) Share($) Date Option Term(2) (55%)
------------------------------
5%($) 10%($)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Curtis H. Barnette 300,000 27.87 8.125 7-28-09 1,533,000 3,884,700 0
- -------------------------------------------------------------------------------------------------------------
Walter N. Bargeron 25,000 2.32 10.00 4-27-09 157,225 398,425 0
- -------------------------------------------------------------------------------------------------------------
Duane R. Dunham 40,000 3.72 10.00 4-27-09 251,560 637,480 0
- -------------------------------------------------------------------------------------------------------------
Gary L. Millenbruch 40,000 3.72 10.00 4-27-09 251,560 637,480 0
- -------------------------------------------------------------------------------------------------------------
Roger P. Penny 40,000 3.72 10.00 4-27-09 251,560 637,480 0
- -------------------------------------------------------------------------------------------------------------
All Optionees (334 exec-
utive officers and key
employees) 1,076,450 100.00 10.00(3) 4-27-09(3) 6,769,794 17,155,384 0
</TABLE>
- --------------------------------------------------------------------------------
(1) All stock options granted in 1999 were granted in tandem with stock
appreciation rights ("SARs") and have a term of ten years. Mr. Barnette's
award vested immediately while the awards to the other executive officers
may be exercised for up to one-fourth of the shares covered by the option
each year over a four-year period commencing on the date of grant. The
exercise price (per share) of the option is the market price of Bethlehem
Common Stock on the date the option is awarded.
(2) These amounts represent assumed rates of appreciation only. Actual gains,
if any, on stock option exercises and Bethlehem Common Stock holdings
depend on the future performance of the Common Stock and overall market
conditions. As is shown in the last column, which shows there has been an
annual rate of stock price decline for Bethlehem Common Stock during the
last 10 years, there can be no assurance that Bethlehem will achieve the
amounts reflected in these columns.
(3) Except for the grant to Mr. Barnette.
Aggregated Stock Option/SAR Exercises in 1999 and December 31, 1999, Stock
Option Values
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money
Shares Acquired Value Options/SARs at 12/31/99 (#) Options/SARs at 12/31/99
on Exercise(#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Curtis H. Barnette 0 0 583,250/93,750 0/0
- --------------------------------------------------------------------------------------------------------
Walter N. Bargeron 0 0 72,250/58,750 0/0
- --------------------------------------------------------------------------------------------------------
Duane R. Dunham 0 0 85,250/73,750 0/0
- --------------------------------------------------------------------------------------------------------
Gary L. Millenbruch 0 0 171,250/88,750 0/0
- --------------------------------------------------------------------------------------------------------
Roger P. Penny 0 0 191,250/96,250 0/0
- --------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Estimated Annual Retirement Benefit
-----------------------------------
25 30 35 40
Covered Years of Years of Years of Years of
Compensation Service Service Service Service
- -------------------------------------------------
<S> <C> <C> <C> <C>
$ 300,000 $112,500 $135,000 $157,500 $180,000
- -------------------------------------------------
400,000 150,000 180,000 210,000 240,000
- -------------------------------------------------
500,000 187,500 225,000 262,500 300,000
- -------------------------------------------------
600,000 225,000 270,000 315,000 360,000
- -------------------------------------------------
700,000 262,500 315,000 367,500 420,000
- -------------------------------------------------
800,000 300,000 360,000 420,000 480,000
- -------------------------------------------------
900,000 337,500 405,000 472,500 540,000
- -------------------------------------------------
1,000,000 375,000 450,000 525,000 600,000
- -------------------------------------------------
</TABLE>
The table above shows the estimated annual retirement benefit (before any
deductions, including social security benefits) payable in the aggregate to
Bethlehem's named executive officers, other than Messrs. Barnette and Penny,
under its qualified defined benefit pension plan, its Excess Benefit Plan and
its Supplemental Benefits Plan. The aggregate annual retirement benefit of
Messrs. Barnette and Penny is $750,000 and $470,000, respectively, which is
comparable to the retirement benefit of retiring executive officers with
similar responsibilities at peer companies. The benefit levels in the table
assume retirement at age 62, the years of service shown and payment in the form
of a single life annuity. Individually owned annuities were purchased in 1993,
1997 and 1999 to secure a portion of the unfunded benefits payable to the named
executive officers under the Excess Benefit Plan and the Supplemental Benefits
Plan. The amount of the benefits that were funded by the purchase of the
annuities was based on the funded level of Bethlehem's defined benefit pension
plan at June 30, 1993, for the 1993 annuities; and December 31, 1996, for the
1997 annuities. For the 1999 annuities, the purchases were based on a funding
target, taking into account prior annuity purchases, of 75% of all Excess
Benefit Plan and Supplemental Benefits Plan benefits.
Covered compensation for purposes of determining retirement benefits for the
named executive officers generally consists of salary and incentive
compensation reported in the "Bonus" column in the Summary Compensation Table.
The monthly retirement benefit payable is generally determined by multiplying
average monthly covered compensation (for salary, the highest consecutive 60
months in the last 120 months of continuous service and for incentive
compensation, the 5 highest 12-month periods, whether or not consecutive, in
the last 120 months of continuous service) times 1.5% times the number of
credited years of service. The incentive compensation portion of the benefit is
subject to adjustment to the extent it results in the monthly retirement
benefit exceeding 55% of average monthly covered compensation. Benefits are
also subject to a deduction for social security benefits as well as certain
other adjustments.
20
<PAGE>
As of December 31, 1999, the credited years of service under the Pension Plan
or Supplemental Benefits Plan for Messrs. Barnette, Bargeron, Dunham,
Millenbruch and Penny were 37 years, 30 years, 34 years, 40 years and 41 years,
respectively.
COMPARATIVE STOCK PERFORMANCE
The following graph compares the cumulative total stockholder return on
Bethlehem Common Stock for the last five years with the cumulative total return
for the same period of the Standard & Poor's 500 Stock Index ("S&P 500") and a
peer group of publicly traded integrated steelmakers described below. The graph
assumes the investment of $100 in Bethlehem Common Stock, the S&P 500 and the
peer group on December 31, 1994, and reinvestment of all dividends. The total
return for the peer group has been weighted for market capitalization at the
beginning of each period.
The peer group consists of LTV Corporation, National Steel Corporation, the
U.S. Steel Group of USX Corporation and Inland Steel Industries. Information
has only been included for Inland common stock at December 31, 1994-1997, since
Inland transferred its carbon steel business during 1998 to a separately traded
public company, making continuing comparison inappropriate. Our peer group
previously included Armco, Inc. but they are not included this year since they
transferred their carbon steel business during 1994 to a separately traded
public company making continuing comparison inappropriate.
[GRAPH]
Bethlehem Steel Corporation S&P 500 Peer Group
1994 100 100 100
1995 77 138 83
1996 49 169 77
1997 48 226 75
1998 47 290 53
1999 47 351 69
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Bethlehem Steel Corporation $100.00 $ 77.08 $ 49.31 $ 48.26 $ 46.53 $ 46.53
- ----------------------------------------------------------------------------
S&P 500 $100.00 $137.58 $169.17 $225.60 $290.08 $351.12
- ----------------------------------------------------------------------------
Peer Group $100.00 $ 83.40 $ 76.96 $ 74.62 $ 52.78 $ 68.56
- ----------------------------------------------------------------------------
</TABLE>
21
<PAGE>
ADDITIONAL INFORMATION
Indemnification Assurance Agreements
Bethlehem is required under Article IX of its By-laws to indemnify its
directors and officers to the maximum extent permitted by the General
Corporation Law of the State of Delaware. In this regard, Bethlehem's policy is
and has been:
. 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.
Pursuant to this policy, Bethlehem has entered into individual
Indemnification Assurance Agreements with each of its directors and executive
officers. In addition, Bethlehem has established an irrevocable letter of
credit in an aggregate amount of $5 million, to assure that each director and
executive officer is paid for any indemnification amounts to which he or she
may become entitled.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
permits a Delaware corporation to include a provision in its certificate of
incorporation eliminating the potential monetary liability of directors to the
corporation or its stockholders for breach of a fiduciary duty. However, the
provision may not eliminate a director's liability (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 improper payment of dividends or
purchases or redemptions of the corporation's stock, or (iv) for any
transaction from which the director receives an improper personal benefit. The
Ninth Article of Bethlehem's Second Restated Certificate of Incorporation, as
amended, includes such a provision.
Other Matters
Management and the Board do not know of any matters other than those set
forth in the form of proxy that will be presented for consideration at the 2000
Annual Meeting. However, if any additional matters properly come before the
Meeting, the persons named as proxies in an executed proxy have discretionary
authority to vote the shares represented in accordance with their best
judgment, absent instructions to the contrary.
March 9, 2000
22
<PAGE>
BETHLEHEM STEEL CORPORATION
1170 Eighth Avenue
Bethlehem, PA 18016-7699
P
R This Proxy is Solicited on Behalf of the Board of Directors
O for the Annual Meeting of Stockholders, April 25, 2000
X
Y
The undersigned hereby appoints Curtis H. Barnette, Duane R. Dunham and Gary L.
Millenbruch the proxies (each with power to act alone and with power of
substitution) of the undersigned to represent and vote all shares of stock which
the undersigned is entitled to vote at the Annual Meeting of Stockholders of
Bethlehem Steel Corporation to be held on April 25, 2000, and at any adjournment
or postponement thereof, as hereinafter specified and, in their discretion, upon
such other matters as may properly come before the Meeting.
Election of Directors. Nominees:
B. R. Civiletti, W. H. Clark, J. B. Curcio, D. R. Dunham,
L. B. Kaden, H. P. Kamen, W. M. Landuyt, G. L. Millenbruch,
S. D. Peterson, J. F. Ruffle
[SEE REVERSE SIDE]
<PAGE>
[X] Please mark your votes
as in this example.
If this card is properly executed, shares will be voted in the manner
directed herein by the undersigned. If no direction is made, this proxy will be
voted FOR Proposals 1 and 2.
Bethlehem's Board of Directors recommends a vote "FOR" Proposals 1 and 2.
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C>
1. Election of 2. Ratification of appointment
Directors. [ ] [ ] of Independent Auditors. [ ] [ ] [ ]
(see reverse)
</TABLE>
To withhold authority to vote for any
individual nominee or nominees, mark
the "FOR" box above and write the
name of any such nominee below.
Please sign exactly as name appears to
the left. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.
SIGNATURE(S) DATE _____, 2000
_________________________________
_________________________________
<PAGE>
BETHLEHEM STEEL CORPORATION
1170 Eighth Avenue
Bethlehem, PA 18016-7699
Bethlehem Steel Corporation Employee Stock Ownership Plan
Voting Instructions for the Annual Meeting of Stockholders, April 25, 2000
To Trustee of Employee Stock Ownership Plan:
The undersigned hereby instructs you to vote, in person or by proxy, upon all
matters properly brought before the Annual Meeting of Stockholders of Bethlehem
Steel Corporation to be held on April 25, 2000, and at any adjournment or
postponement thereof, all shares of stock which were allocated to my account as
of the record date for the Annual Meeting under the Bethlehem Steel Corporation
Employee Stock Ownership Plan.
Election of Directors. Nominees:
B. R. Civiletti, W. H. Clark, J. B. Curcio, D. R. Dunham,
L. B. Kaden, H. P. Kamen, W. M. Landuyt, G. L. Millenbruch,
S. D. Peterson, J. F. Ruffle
[SEE REVERSE SIDE]
<PAGE>
[X] Please mark your votes
as in this example.
If this card is properly executed, shares will be voted in the manner
directed herein by the undersigned. If no direction is made, shares will be
voted FOR Proposals 1 and 2. If you do not return this card, shares will be
voted by the Trustee in the same proportion as the shares held by the Bethlehem
Steel Corporation Employee Stock Ownership Plan with respect to which timely
voting instructions are received.
Bethlehem's Board of Directors recommends a vote "FOR" Proposals 1 and 2.
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C>
1. Election of 2. Ratification of appointment
Directors. [ ] [ ] of Independent Auditors. [ ] [ ] [ ]
(see reverse)
</TABLE>
To withhold authority to vote for any
individual nominee or nominees, mark
the "FOR" box above and write the
name of any such nominee below.
Please sign exactly as name appears to
the left. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.
SIGNATURE(S) DATE _____, 2000
_________________________________
_________________________________
<PAGE>
BETHLEHEM STEEL CORPORATION
1170 Eighth Avenue
Bethlehem, PA 18016-7699
Savings Plan for Salaried Employees of Bethlehem Steel Corporation
and Subsidiary Companies
Voting Instructions for the Annual Meeting of Stockholders, April 25, 2000
To Trustee of Savings Plan for Salaried Employees:
The undersigned hereby instructs you to vote, in person or by proxy, upon all
matters properly brought before the Annual Meeting of Stockholders of Bethlehem
Steel Corporation to be held on April 25, 2000, and at any adjournment or
postponement thereof, the shares of stock which were allocated to my account as
of the record date for the Annual Meeting under the Savings Plan for Salaried
Employees of Bethlehem Steel Corporation and Subsidiary Companies.
Election of Directors. Nominees:
B. R. Civiletti, W. H. Clark, J. B. Curcio, D. R. Dunham,
L. B. Kaden, H. P. Kamen, W. M. Landuyt, G. L. Millenbruch,
S. D. Peterson, J. F. Ruffle
[SEE REVERSE SIDE]
<PAGE>
[X] Please mark your votes
as in this example.
If this card is properly executed, shares will be voted in the manner
directed herein by the undersigned. If no direction is made, shares will be
voted FOR Proposals 1 and 2. If you do not return this card, shares will be
voted by the Trustee in the same proportion as the shares held by the Savings
Plan for Salaried Employees of Bethlehem Steel Corporation and Subsidiary
Companies with respect to which timely voting instructions are received.
Bethlehem's Board of Directors recommends a vote "FOR" Proposals 1 and 2.
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C>
1. Election of 2. Ratification of appointment
Directors. [ ] [ ] of Independent Auditors. [ ] [ ] [ ]
(see reverse)
</TABLE>
To withhold authority to vote for any
individual nominee or nominees, mark
the "FOR" box above and write the
name of any such nominee below.
Please sign exactly as name appears to
the left. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.
SIGNATURE(S) DATE _____, 2000
_________________________________
_________________________________
<PAGE>
BETHLEHEM STEEL CORPORATION
1170 Eighth Avenue
Bethlehem, PA 18016-7699
Capital Accumulation Plan for Certain Salaried Employees of
Bethlehem Lukens Plate Division
Voting Instructions for the Annual Meeting of Stockholders, April 25, 2000
To Trustee of Capital Accumulation Plan for Certain Salaried Employees:
The undersigned hereby instructs you to vote, in person or by proxy, upon all
matters properly brought before the Annual Meeting of Stockholders of Bethlehem
Steel Corporation to be held on April 25, 2000, and at any adjournment or
postponement thereof, the shares of stock which were allocated to my account as
of the record date for the Annual Meeting under the Capital Accumulation Plan
for Certain Salaried Employees of Bethlehem Lukens Plate Division.
Election of Directors. Nominees:
B. R. Civiletti, W. H. Clark, J. B. Curcio, D. R. Dunham,
L. B. Kaden, H. P. Kamen, W. M. Landuyt, G. L. Millenbruch,
S. D. Peterson, J. F. Ruffle
[SEE REVERSE SIDE]
<PAGE>
[X] Please mark your votes
as in this example.
If this card is properly executed, shares will be voted in the manner
directed herein by the undersigned. If no direction is made, shares
will be voted FOR Proposals 1 and 2. If you do not return this card,
shares will be voted by the Trustee in the same proportion as the shares
held by the Capital Accumulation Plan for Certain Salaried Employees of
Bethlehem Lukens Plate Division with respect to which timely voting
instructions are received.
Bethlehem's Board of Directors recommends a vote "FOR" Proposals 1 and 2.
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C>
1. Election of 2. Ratification of appointment
Directors. [ ] [ ] of Independent Auditors. [ ] [ ] [ ]
(see reverse)
</TABLE>
To withhold authority to vote for any
individual nominee or nominees, mark
the "FOR" box above and write the
name of any such nominee below.
Please sign exactly as name appears to
the left. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.
SIGNATURE(S) DATE _____, 2000
_________________________________
_________________________________
<PAGE>
BETHLEHEM STEEL CORPORATION
1170 Eighth Avenue
Bethlehem, PA 18016-7699
Capital Accumulation Plan for Certain Hourly Employees of the Bethlehem
Lukens Plate Division (USW, AFL-CIO, Coatesville, PA)
Voting Instructions for the Annual Meeting of Stockholders, April 25, 2000
To Trustee of Capital Accumulation Plan for Certain Hourly Employees:
The undersigned hereby instructs you to vote, in person or by proxy, upon all
matters properly brought before the Annual Meeting of Stockholders of Bethlehem
Steel Corporation to be held on April 25, 2000, and at any adjournment or
postponement thereof, the shares of stock which were allocated to my account as
of the record date of the Annual Meeting under the Capital Accumulation Plan for
Certain Hourly Employees of the Bethlehem Lukens Plate Division (USW, AFL-CIO,
Coatesville, PA).
Election of Directors. Nominees:
B. R. Civiletti, W. H. Clark, J. B. Curcio, D. R. Dunham,
L. B. Kaden, H. P. Kamen, W. M. Landuyt, G. L. Millenbruch,
S. D. Peterson, J. F. Ruffle
[SEE REVERSE SIDE]
<PAGE>
[X] Please mark your votes
as in this example.
If this card is properly executed, shares will be voted in the manner
directed herein by the undersigned. If no direction is made, shares will be
voted FOR Proposals 1 and 2. If you do not return this card, shares will be
voted by the Trustee in the same proportion as the shares held by the Capital
Accumulation Plan for Certain Hourly Employees of the Bethlehem Lukens Plate
Division (USW, AFL-CIO, Coatesville, PA).
Bethlehem's Board of Directors recommends a vote "FOR" Proposals 1 and 2.
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C>
1. Election of 2. Ratification of appointment
Directors. [ ] [ ] of Independent Auditors. [ ] [ ] [ ]
(see reverse)
</TABLE>
To withhold authority to vote for any
individual nominee or nominees, mark
the "FOR" box above and write the
name of any such nominee below.
Please sign exactly as name appears to
the left. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.
SIGNATURE(S) DATE _____, 2000
_________________________________
_________________________________
<PAGE>
BETHLEHEM STEEL CORPORATION
1170 Eighth Avenue
Bethlehem, PA 18016-7699
Capital Accumulation Plan for Certain Employees of Washington Steel
Corporation (Massillon, OH)
Voting Instructions for the Annual Meeting of Stockholders, April 25, 2000
To Trustee of Capital Accumulation Plan for Certain Employees of Washington
Steel Corporation (Massillon, OH):
The undersigned hereby instructs you to vote, in person or by proxy, upon all
matters properly brought before the Annual Meeting of Stockholders of Bethlehem
Steel Corporation to be held on April 25, 2000, and at any adjournment or
postponement thereof, the shares of stock which were allocated to my account as
of the record date for the Annual Meeting under the Capital Accumulation Plan
for Certain Hourly Employees of Washington Steel Corporation (Massillon, OH).
Election of Directors. Nominees:
B. R. Civiletti, W. H. Clark, J. B. Curcio, D. R. Dunham,
L. B. Kaden, H. P. Kamen, W. M. Landuyt, G. L. Millenbruch,
S. D. Peterson, J. F. Ruffle
[SEE REVERSE SIDE]
<PAGE>
[X] Please mark your votes
as in this example.
If this card is properly executed, shares will be voted in the manner
directed herein by the undersigned. If no direction is made, shares will be
voted FOR Proposals 1 and 2. If you do not return this card, shares will be
voted by the Trustee in the same proportion as the shares held by Capital
Accumulation Plan for Certain Employees of Washington Steel Corporation
(Massillon, OH).
Bethlehem's Board of Directors recommends a vote "FOR" Proposals 1 and 2.
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C>
1. Election of 2. Ratification of appointment
Directors. [ ] [ ] of Independent Auditors. [ ] [ ] [ ]
(see reverse)
</TABLE>
To withhold authority to vote for any
individual nominee or nominees, mark
the "FOR" box above and write the
name of any such nominee below.
Please sign exactly as name appears to
the left. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.
SIGNATURE(S) DATE _____, 2000
_________________________________
_________________________________
