UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
BETHLEHEM STEEL CORPORATION
(Exact name of Registrant as specified in charter)
AMENDMENT NO. 1
To
FORM 10-K ANNUAL REPORT
For the fiscal year ended December 31, 1999
The undersigned Registrant hereby amends the
following items, financial statements, exhibits or other
portions of its Annual Report on Form 10-K for the year
ended December 31, 1999, as set forth on the pages
attached hereto:
ITEM 14: EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as a part of this Report:
(3) Exhibits
(28) Annual Report on Form 11-K for the
fiscal year ended December 31, 1999, for
the Savings Plan for Salaried Employees
of Bethlehem Steel Corporation and
Subsidiary Companies
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
-----------------
Commission file number 1-2516
------
A. Full title of the plan:
SAVINGS PLAN FOR SALARIED EMPLOYEES
OF
BETHLEHEM STEEL CORPORATION
AND SUBSIDIARY COMPANIES
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office
BETHLEHEM STEEL CORPORATION
1170 Eighth Avenue
Bethlehem, Pennsylvania 18016-7699
<PAGE>
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
CONTENTS
--------
Statements of Net Assets Available for Benefits
As of December 31, 1999 and 1998 1
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1999 and 1998 2
Notes to Financial Statements 3
Attachment I 9
Report of Independent Auditors 12
Consent of Independent Auditors 13
Signatures 14
<PAGE> 1
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
(Dollars in Millions)
December 31,
---------------------
1999 1998
---- ----
Assets:
Investments $638.1 $598.8
Loans to participants 6.9 7.8
Receivables
Employer contributions .3 .3
Participant contributions .7 .8
------ ------
Net assets available for benefits $646.0 $607.7
====== ======
The accompanying notes are an integral part of these financial statements.
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<PAGE> 2
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------------------
(Dollars in Millions)
Year Ended December 31,
-----------------------
1999 1998
---- ----
Additions to net assets attributed to:
Investment income
Net appreciation in fair value of
investments (see Note F) $32.6 $40.6
Interest 19.1 20.1
Dividends 16.8 13.8
Employer contributions 6.3 6.3
Participant contributions 15.7 15.2
Deductions from net assets attributed to:
Withdrawals and distributions paid
to participants (52.2) (55.1)
------- -------
Net increase 38.3 40.9
Net assets available for benefits:
Beginning of year 607.7 566.8
------- -------
End of year $646.0 $607.7
======= =======
The accompanying notes are an integral part of these financial statements.
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<PAGE> 3
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
A. DESCRIPTION OF THE PLAN
The Savings Plan for Salaried Employees of Bethlehem Steel Corporation and
Subsidiary Companies (the "Plan") was adopted by the Board of Directors of
Bethlehem Steel Corporation ("Bethlehem") effective as of March 1, 1975. The
Plan has a trust (the "Trust") under a Trust Agreement with State Street Bank
and Trust Company ("State Street"). State Street is also the Plan's investment
manager. The Employee Benefits Administration Committee, consisting of five or
more officers and employees of Bethlehem, is the administrator of the Plan.
Administrative expenses of the Plan are paid by Bethlehem.
The Plan is a defined contribution plan and is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). Under the terms of
the Plan, an eligible salaried employee may elect to have up to a maximum of
21% of eligible salary contributed as Before-Tax Contributions and up to a
maximum of from 10% to 14% of eligible salary as After-Tax Contributions
through payroll deductions, depending upon the length of continuous service and
the amount elected as Before-Tax Contributions. Before-Tax and After-Tax
Contributions are subject to a combined limit of 21% of eligible salary.
Before-Tax and After-Tax Contributions are treated as either Basic or
Supplemental Contributions depending on the participant's length of continuous
service and the amount elected as Before-Tax Contributions. Basic
Contributions, which may range from 1% to a maximum of 4% of eligible salary,
are matched 100% by the Employing Company. After-Tax Supplemental
Contributions are limited to 10% of eligible salary. Participants should refer
to the Plan document for a complete description of the Plan provisions.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
-------------------
The financial statements are prepared on the accrual basis of accounting.
Investment Valuation and Income Recognition
-------------------------------------------
Investments in Bethlehem Common Stock and equity and fixed income securities
are valued at fair value based upon the last published quotations for the last
business day of the year. Mutual fund and common/collective trust investments
are valued at net asset value representing the value at which shares of the
fund may be purchased or redeemed. Investments in contracts with insurance
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<PAGE> 4
companies are presented at contract value, representing contributions made
under the contracts, plus interest at the contract rate, less funds withdrawn
(see Note C). Loans to participants are valued at cost which approximates fair
value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains and losses and the unrealized
appreciation (depreciation) on those investments.
Withdrawals and Distributions
-----------------------------
Withdrawals and distributions to participants are recorded when paid.
Participant Accounts
--------------------
Each participant's account is credited with the participant's contribution and
allocations of (a) the Company's contribution and (b) Plan earnings.
Allocations are based on participant earnings or account balance, as defined.
The benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
Accounting Estimates
--------------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts and contingency
disclosures at the date of the financial statements and the reported amounts of
additions and deductions during the reporting period. Actual results could
differ from these estimates.
C. CONTRIBUTIONS AND INVESTMENT OPTIONS
Contributions are paid by Bethlehem to the Trustee the week after they were
earned. Before-Tax and After-Tax Employee Contributions are allocated among
the State Street Stable Fixed Income Fund, State Street S&P 500 Flagship Fund,
Fidelity Puritan Fund, Fidelity Magellan Fund and Bethlehem Stock Fund in
multiples of 1% at each participant's election. Matching Company Contributions
are required to be initially invested in the Bethlehem Stock Fund. After a
period of two full calendar years, these Matching Company Contributions can be
transferred to any of the other available investment funds.
The State Street Stable Fixed Income Fund (the "Fixed Income Fund") is a fixed
income fund consisting of investments in fully benefit responsive guaranteed
annuity contracts ("GAC") and one immediate participation guarantee contract.
The contracts are credited with interest at the rates specified in the
applicable contracts, which range from 4.36% to 25.00% and 5.52% to
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<PAGE> 5
14.40% for the years ended December 31, 1999 and 1998, respectively. The Fixed
Income Fund had an average yield of 6.47% for 1999 and 6.77% for 1998. The
Fixed Income Fund had thirteen contracts at December 31, 1999 and seven
contracts at December 31, 1998, representing 37.3% and 18.2% of the fund's net
assets, respectively, that had interest rate reset provisions. These contracts
were credited with interest rates ranging from 4.36% to 25.00% and from 5.90%
to 14.40% for the years ended December 31, 1999 and 1998, respectively.
Interest earned on investments in the Fixed Income Fund is reinvested in that
fund. Within the Fixed Income Fund there were no individual investments at
December 31, 1999 and 1998 representing 5% or more of the Plan's net assets.
As discussed in Note B, the contracts are included in the financial statements
at contract value, which approximates fair value, due to their fully benefit
responsive nature.
The State Street S&P 500 Flagship Fund is a diversified equity investment fund;
the Fidelity Puritan Fund is a growth and income mutual fund; and the Fidelity
Magellan Fund is an equity growth mutual fund. Earnings on investments are
reinvested in the fund in which they are earned.
Contributions to the Bethlehem Stock Fund are used to purchase shares of
Bethlehem Common Stock. There were no dividends on Bethlehem Common Stock for
1999 and 1998. The Plan provides that shares of Bethlehem Common Stock may be
purchased by the Trustee on the open market or directly from Bethlehem. The
Plan also permits, in lieu of cash contributions to the Trustee for the
purchase of shares of Bethlehem Common Stock, the transfer by Bethlehem of the
necessary number of shares of Bethlehem Common Stock directly to the Trustee.
During 1999 and 1998, Matching Company Contributions were made in shares of
Bethlehem Common Stock and all other contributions were made in cash.
The Self-Managed Account ("SMA") gives participants access to a wide range of
investments that include equity and fixed income securities and mutual funds
through State Street Brokerage Services, Inc. Assets must be transferred from
any or all of the other investment funds into the SMA with an initial transfer
of at least $2,500 and a $500 minimum transfer thereafter. The SMA balance
cannot exceed 50% of the participant's total account balance. Assets invested
in the Fixed Income Fund must be transferred to any or all of the other core
funds where they must remain for 90 days before transfer to the SMA.
D. PARTICIPANT LOANS
The Plan has a loan provision to permit an eligible participant to borrow up to
50% of his vested account balance, subject to a minimum loan of $1,000 and a
maximum loan of $50,000. Any participant with an account balance of $2,000 or
more is eligible for a loan. A participant is permitted to have up to two
loans outstanding at one time.
Participants may not borrow from the Bethlehem Stock Fund or the SMA. The term
of the loan is generally 12 to 57 months but may be for a term of up to 177
months under certain conditions. Interest is fixed over the repayment period
at the prime rate as quoted by the Wall Street Journal on the last business day
of the month prior to the month in which the loan application is approved,
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<PAGE> 6
plus 1%. Repayments of principal plus interest are made to the Loan Fund and
transferred to the other investment funds in accordance with participants'
current contribution investment elections.
E. WITHDRAWALS AND DISTRIBUTIONS
Withdrawals from the funds may be made from time to time in accordance with the
provisions of the Plan. However, voluntary withdrawal of the Before-Tax or
After-Tax Basic Contributions before the related Matching Company Contributions
have vested may result in forfeiture of the Matching Company Contributions and
earnings thereon. The forfeitures reduce future Matching Company
Contributions. For a participant employed on or before December 31, 1988,
Matching Company Contributions for 1989 and later years vest immediately. For
a participant employed on or after January 1, 1989, Matching Company
Contributions will vest 100% after the participant completes five years of
service. Withdrawals of Matching Company Contributions from the Bethlehem
Stock Fund may not be made until after the end of the second calendar year
following the year of contribution.
Upon the termination of a participant's employment, the participant, or in the
event of a participant's death, his beneficiary, will receive the investment
funds allocated to his account. In lieu of receiving a lump-sum distribution,
a participant or his beneficiary may elect to defer payment to a later year or
receive installment payments.
At December 31, 1999 and 1998, the Plan had a $74,601 and $462,590 obligation
for withdrawals and distributions processed and approved, but not yet paid to
participants. This obligation is reported as a liability for Department of
Labor Form 5500 reporting purposes, but not for purposes of these financial
statements.
F. FAIR VALUE OF INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets (dollars in millions):
December 31,
-----------------
1999 1998
---- ----
State Street Stable Fixed Income Fund $290.2 $298.5
State Street S&P 500 Flagship Fund 79.1 68.7
Fidelity Puritan Fund 70.8 83.1
Fidelity Magellan Fund 120.8 93.7
Bethlehem Stock Fund* 49.3 36.8
*The Bethlehem Stock Fund maintains both participant-directed and
nonparticipant-directed investments. Nonparticipant-directed investments were
$11.3 million and $9.9 million at December 31, 1999 and 1998, respectively.
- 6 -
<PAGE> 7
The Plan's investments (including gains and losses on investments bought and
sold, as well as held during the year) appreciated in value as follows (dollars
in millions):
Year Ended December 31,
-----------------------
1999 1998
---- ----
Common/collective trusts $14.2 $15.3
Registered investment companies 12.1 23.5
Common stock 6.3 1.8
----- -----
$32.6 $40.6
===== =====
G. NONPARTICIPANT-DIRECTED INVESTMENTS
The net assets and the changes in net assets for the nonparticipant-directed
investments held in the Bethlehem Stock Fund are as follows (dollars in
millions):
Year Ended December 31,
-----------------------
1999 1998
---- ----
Employer contributions $ 6.3 $ 6.3
Net appreciation .3 (1.0)
Interfund transfers (.5) (.9)
Withdrawals and distributions to participants - (.1)
------ ------
Net increase 6.1 4.3
Net assets - Beginning of year * 5.2 5.6
------ ------
Net assets - End of year $11.3 $ 9.9
====== ======
* After a period of two full calendar years, Matching Company Contributions
become participant-directed investments and can be transferred to or withdrawn
from any of the other available investment funds.
H. RELATED-PARTY TRANSACTIONS
The Plan invests in shares of funds managed by State Street. State Street acts
as trustee for only those investments as defined by the Plan. Transactions in
such investments qualify as party-in-interest transactions which are exempt
from the prohibited transaction rules.
I. TAX STATUS
Bethlehem has received determinations from the Internal Revenue Service, the
most recent of which is dated August 11, 1995, that the Trust forming part of
the Plan is a qualified trust within the meaning of Section 401(a) of the
Internal Revenue Code and is exempt from Federal income tax under Section
501(a) of such Code. The Plan has been amended since receiving the most recent
determination letter. However, the Plan Administrator believes the
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<PAGE> 8
Plan is designed and is currently operating in compliance with the applicable
requirements of the Internal Revenue Code.
J. FINANCIAL STATEMENT PRESENTATION
The Plan adopted Statement of Position ("SOP") 99-3, Accounting for and
Reporting of Certain Defined Contribution Benefit Plan Investments and Other
Disclosure Matters. Certain reclassifications of the 1998 amounts have been
made to conform to the 1999 presentation in accordance with SOP 99-3. This SOP
eliminated the previously required reporting of changes in net assets by
investment option for participant-directed investments.
K. TERMINATION OF THE PLAN
Although it has not expressed an intention to do so, Bethlehem has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. Upon termination of the Plan or
the complete discontinuance of Matching Company Contributions, the amounts
credited to participants' accounts will be fully vested and non-forfeitable.
L. OTHER MATTERS
The Plan's Fixed Income Fund held a Mutual Benefits Life Insurance Company
(MBL) GAC which was scheduled to mature on September 30, 1992, at a contract
rate of 8.0%. On July 16, 1991, New Jersey's Department of Insurance placed
MBL under rehabilitation and placed a moratorium on withdrawals from all GACs
issued by MBL. The Plan continued to accrue interest on this contract;
however, effective January 1, 1992, such accruals were reduced from 8.0% to
3.0% as an estimate of the actual interest rate to be determined in the
rehabilitation process. On November 10, 1993, the Superior Court of New Jersey
approved the Plan of Rehabilitation for MBL. This Rehabilitation Plan provided
contract holders with the option to Opt-In (participate in the Rehabilitation
Plan) or Opt-Out (receive a series of payments). Effective March 28, 1994,
State Street, acting as Investment Manager for the Fixed Income Fund, elected
to Opt-In to the Plan of Rehabilitation. Under this election, the MBL GAC was
restructured and issued as a Wrapped Accumulation Contract (WAC) whose assets
are invested in a separate account of MBL Life Assurance Corporation (MBLLAC),
a wholly-owned subsidiary of MBL. A consortium of insurance companies is
guaranteeing the July 16, 1991, contract value and accrued interest through
December 31, 1991, valued at approximately $7.2 million for the Plan.
Additionally, the Rehabilitation Plan provides for interest on the MBLLAC WAC
at rates of 14.4% for the period of November 1, 1998 through December 31, 1998,
15.0% for the period of January 1, 1999 through March 31, 1999, 20.0% for the
month of April 1999 and 25.0% for the month of May 1999. Subsequent to 1994,
interest rates are reset periodically until final maturity, but cannot go below
0%. On January 9, 1997 the Supreme Court of New Jersey approved a new
settlement agreement which provides for the restructured MBLLAC WAC to be paid
out on June 1, 1999. On June 1, 1999 a full book value payment in the amount
of $11.1 million was paid to the Fixed Income Fund representing the final
distribution to contract holders.
- 8 -
<PAGE> 9
ATTACHMENT I
SAVINGS PLAN FOR SALARIED EMPLOYEES OF
BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
<TABLE>
<CAPTION>
SCHEDULE H (LINE 4I) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
<S> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
Identity of issue Description of investment Cost Current Value
-----------------------------------------------------------------------------------------------------------------------------------
State Street Stable Fixed Income Fund
Union Bank of Switzerland GAC at variable rates with open ended $ 15,737,661 $ 15,737,661
maturity
The Chase Manhattan Bank GAC at variable rates with open ended 15,633,275 15,633,275
maturity
Monumental Life Insurance Company GAC at variable rates with open ended 15,467,489 15,467,489
maturity
Metropolitan Life Insurance Company GAC at variable rates with open ended 12,535,125 12,535,125
maturity
Caisse Des Depots Financial Products GAC at 6.74% maturing 03/31/2003, 12,099,049 12,099,049
07/31/2003, 09/30/2003, 11/28/2003
Pacific Life Insurance Company GAC at 6.79% maturing 07/31/2000, 9,114,532 9,114,532
07/31/2001, 04/30/2002
Allstate Life Insurance Company GAC at 7.21% maturing 08/29/2003, 9,020,623 9,020,623
10/31/2003, 12/31/2003
Transamerica Life Insurance & Annuity GAC at variable rates maturing 05/15/2000 8,191,734 8,191,734
Company thru 07/15/2003
The Chase Manhattan Bank GAC at variable rates maturing 03/15/2002 8,021,206 8,021,206
thru 02/14/2003 with guaranteed final maturity
09/15/2003
Caisse Des Depots Financial Products GAC at 5.90% maturing 08/31/2001, 7,034,164 7,034,164
11/30/2001, 02/28,2002, 05/31/2002, 08/30/2002
Union Bank of Switzerland GAC at variable rates maturing 08/15/2001 7,025,222 7,025,222
thru 08/15/2002 with guaranteed final maturity
09/15/2002
Monumental Life Insurance Company GAC at 6.37% maturing 11/30/2000, 6,816,292 6,816,292
10/31/2001, 10/31/2002
GE Life & Annuity Assurance Company GAC at 6.05% maturing 06/30/2000, 6,660,569 6,660,569
07/02/2001, 07/01/2002
GE Life & Annuity Assurance Company GAC at 6.90% maturing 12/29/2000, 6,645,046 6,645,046
06/29/2001, 03/29/2002, 06/28/2002
Principal Life Insurance Company GAC at 6.18% maturing 12/31/2001, 6,586,961 6,586,961
12/31/2002
Transamerica Occidental Life Insurance GAC at 7.00% maturing 04/28/2000, 6,574,921 6,574,921
Company 01/31/2001, 04/30/2001
Protective Life Insurance Company GAC at 6.05% maturing 06/30/2000, 6,552,654 6,552,654
01/01/2001
Metropolitan Life Insurance Company GAC at 5.71% maturing 04/02/2001, 6,448,654 6,448,654
10/02/2001, 03/29/2002
- 9 -
<PAGE> 10
(a) (b) (c) (d) (e)
Identity of issue Description of investment Cost Current Value
-----------------------------------------------------------------------------------------------------------------------------------
State Street Stable Fixed Income Fund (cont'd)
Travelers Life and Annuity Company GAC at 5.52% maturing 01/31/2000, $ 6,374,217 $ 6,374,217
02/29/2000, 02/28/2001
Principal Life Insurance Company GAC at 5.71% maturing 05/31/2001, 6,353,194 6,353,194
01/31/2002, 07/31/2002
Transamerica Life Insurance & Annuity GAC at variable rates maturing 02/18/2000 6,011,246 6,011,246
Company thru 08/18/2003
Morgan Guaranty GAC at 7.06% maturing 03/15/2000 thru 5,880,245 5,880,245
05/15/2001
AIG Life Insurance Company GAC at 6.91% maturing 08/31/2000, 11/30/2001 5,874,097 5,874,097
New York Life Insurance Company GAC at 6.22% maturing 01/14/2000 thru 5,698,307 5,698,307
05/15/2002
Union Bank of Switzerland GAC at variable rates maturing 01/14/2000 5,625,308 5,625,308
thru 07/15/2002
Metropolitan Life Insurance Company IPG Contract at variable rates 5,179,562 5,179,562
New York Life Insurance Company GAC at 6.02% maturing 01/14/2000 thru 5,046,340 5,046,340
05/15/2003
John Hancock Mutual Life Insurance GAC at 6.80% maturing 10/02/2000, 4,936,393 4,936,393
Company 10/01/2001
Principal Life Insurance Company GAC at 6.42% maturing 11/30/2001 4,862,073 4,862,073
Deutsche Bank GAC at variable rates maturing 01/14/2000 4,832,681 4,832,681
thru 01/15/2008
Transamerica Occidental Life Insurance GAC at 6.32% maturing 05/01/2000, 10/31/2000 4,590,421 4,590,421
Company
Principal Life Insurance Company GAC at 8.09% maturing 01/13/2000 4,470,096 4,470,096
The Prudential Insurance Company GAC at 6.74% maturing 10/31/2000, 4,431,893 4,431,893
of America 10/31/2001
Monumental Life Insurance Company GAC at 5.65% maturing 08/30/2002, 01/31/2003 4,208,853 4,208,853
Monumental Life Insurance Company GAC at variable rates maturing 01/13/2000, 4,171,968 4,171,968
03/31/2000
AIG Financial Products Corporation GAC at 6.53% maturing 02/07/2000 4,150,838 4,150,838
Caisse Des Depots Financial Products GAC at 6.415% maturing 02/15/2000 thru 4,049,603 4,049,603
11/15/2002
Continental Assurance Company GAC at 7.16% maturing 05/31/2000 2,758,610 2,758,610
Principal Life Insurance Company GAC at 6.15% maturing 07/31/2000 2,446,812 2,446,812
Transamerica Occidental Life Insurance GAC at 6.08% maturing 11/30/2000 1,955,223 1,955,223
Company
- 10 -
<PAGE> 11
(a) (b) (c) (d) (e)
Identity of issue Description of investment Cost Current Value
-----------------------------------------------------------------------------------------------------------------------------------
State Street Stable Fixed Income Fund (cont'd)
Executive Life Insurance Comp Annual installments from trusts $ 523,588 $ 523,588
* Total State Street Stable Fixed
Income Fund 270,596,745 270,596,745
* State Street Bank and Trust Company S&P 500 Flagship Fund 43,586,032 79,086,603
Fidelity Institutional Retirement Puritan Fund 62,174,797 70,440,550
Services Company
Fidelity Institutional Retirement Magellan Fund 78,337,044 120,132,896
Services Company
* Bethlehem Steel Corporation Stock Fund - $1 par value 58,831,132 48,037,178
* State Street Bank and Trust Company Self-Managed Account 21,774,648 27,847,681
* State Street Bank and Trust Company Short-Term Investment Fund 21,863,334 21,863,334
Participant Loans Rates of 7% - 11% ** 0 6,885,775
Grand Total $ 557,163,732 $ 644,890,762
* Indicates a party-in-interest.
** An interest rate of prime plus 1%, based on month-end prior to date of loan
origination, is charged on all employee loans.
</TABLE>
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<PAGE> 12
[Letterhead of PricewaterhouseCoopers LLP]
REPORT OF INDEPENDENT AUDITORS
To the Participants and Administrator of the
Savings Plan for Salaried Employees of
Bethlehem Steel Corporation and Subsidiary Companies
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the Savings Plan for Salaried Employees of Bethlehem Steel
Corporation and Subsidiary Companies (the "Plan) at December 31, 1999 and 1998,
and the changes in net assets available for benefits for the years then ended
in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure Under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
June 23, 2000
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<PAGE> 13
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 2-90795, No. 2-71699, No. 2-53880, No. 2-90796,
No. 2-67314, No. 33-23516, No. 33-23688, No. 33-52267, No. 33-58019, No.
33-58021, No. 33-60507, No. 333-53895, No. 333-57157 and No. 333-91941) of
Bethlehem Steel Corporation of our report dated June 23, 2000 relating to the
financial statements of the Savings Plan for Salaried Employees of Bethlehem
Steel Corporation and Subsidiary Companies, which appears in Form 11-K.
/s/ PricewaterhouseCoopers LLP
New York, New York
June 23, 2000
- 13 -
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employee Benefits Administration Committee has duly caused this annual report
to be signed by the undersigned, hereunto duly authorized.
Savings Plan for Salaried Employees of
Bethlehem Steel Corporation and
Subsidiary Companies
By: /s/ A. E. Moffitt, Jr.
----------------------------
A. E. Moffitt, Jr.
Chairman, Employee Benefits
Administration Committee
Date: June 28, 2000
- 14 -
<PAGE> 15
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
BETHLEHEM STEEL CORPORATION
By /s/ L. A. Arnett
-----------------------------
L. A. Arnett
Vice President and Controller
(principal accounting officer)
Date: June 28, 2000
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