SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 4, 1998
LUKENS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-3258 23-2451900
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
50 South First Avenue, Coatesville, PA 19320-0911
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code (610) 383-2000
Item 5. Other Events.
On January 4, 1998, Bethlehem Steel Corporation ("Bethlehem"),
Lukens Acquisition Corporation ("Merger Sub") and Lukens Inc. ("Lukens")
entered into an amendment (the "Amendment") to the Agreement and Plan of
Merger dated as of December 15, 1997 (as so amended, the "Amended Merger
Agreement"), pursuant to which, among other things, at the effective time
(the "Effective Time") of the merger of Merger Sub with and into Lukens
(the "Merger"), holders of shares of common stock, par value $.01 per
share, of Lukens ("Lukens Common Stock") can elect to receive for each
such share either (i) $30 in cash, without interest thereon, or (ii) a
number, not less than 2.878 or greater than 4.317, of shares of common
stock, par value $1.00 per share, of Bethlehem ("Bethlehem Common Stock")
based on the average of the daily closing price per share of Bethlehem
Common Stock as reported on the New York Stock Exchange ("NYSE")
Composite Transactions Tape for the 15 consecutive NYSE trading days
immediately preceding the third full NYSE trading day prior to the
Effective Time of the Merger, subject to the limitation that the amount
of cash to be paid and the amount of Bethlehem Common Stock to be
delivered in the Merger will not exceed 68% and 32%, respectively, of the
total value of the consideration to be paid or delivered by Bethlehem in
the Merger. At the Effective Time of the Merger, holders of shares of
Series B ESOP Convertible Preferred Stock, par value $.01 per share, of
Lukens ("Lukens Preferred Stock") will receive for each such share the
amount of cash and the number of shares of Bethlehem Common Stock they
would be entitled to receive had they converted such shares of Lukens
Preferred Stock into shares of Lukens Common Stock immediately prior to
the Effective Time and did not make an election to receive cash in the
Merger.
Consummation of the Merger is subject to certain conditions,
including approval of the Merger by stockholders of Lukens and the
receipt of regulatory approvals, including the expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
The foregoing discussion of the Amendment is a summary only and
is qualified in its entirety by reference to the full text of the
Amendment, a copy of which is filed as an exhibit hereto and incorporated
by reference herein.
A joint press release, dated January 5, 1998, announcing the
Amendment was issued by Lukens and Bethlehem and is filed as an exhibit
hereto and incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2.1 Amendment dated as of January 4, 1998 to the Agreement and
Plan of Merger dated as of December 15, 1997 among
Bethlehem Steel Corporation, Lukens Acquisition
Corporation and Lukens Inc.
99.1 Joint Press Release of Lukens Inc. and Bethlehem Steel
Corporation dated January 5, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
LUKENS INC.
Dated: January 5, 1998 By: /s/ William D. Sprague
-----------------------
William D. Sprague
Vice President, General
Counsel and Secretary
INDEX TO EXHIBITS
Exhibit Exhibit
Number
2.1 Amendment dated as of January 4, 1998 to the Agreement and Plan
of Merger dated as of December 15, 1997 among Bethlehem Steel
Corporation, Lukens Acquisition Corporation and
Lukens Inc.
99.1 Joint Press Release of Lukens Inc. and Bethlehem Steel
Corporation dated January 5, 1998
EXHIBIT 2.1
AMENDMENT dated as of January 4, 1998, to
the Agreement and Plan of Merger dated as of
December 15, 1997, among BETHLEHEM STEEL
CORPORATION, a Delaware corporation ("Bethlehem"),
LUKENS ACQUISITION CORPORATION, a Delaware
corporation ("MERGER SUB") and LUKENS INC., a
Delaware corporation (the "Company").
WHEREAS Bethlehem and the Company have entered into an
Agreement and Plan of Merger dated as of December 15, 1997 (the "Merger
Agreement"; all terms used herein that are defined in the Merger
Agreement having the meanings set forth therein);
WHEREAS Merger Sub has become a party to the Merger Agreement
pursuant to Section 5.15 thereof;
WHEREAS the parties wish to amend certain terms of the Merger
Agreement as hereinafter provided.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. The dollar amount set forth in Section 2.01(c)(i)
is hereby amended to be $30.
Section 2. The reference to 3.62 in the proviso in Section
2.01(c)(ii) shall be amended to be 4.317 and the reference to 2.797 in
such proviso shall be amended to be 2.878.
Section 3. The reference to .62 in clause (z) of Section
2.03(a) and to .38 in clause (z) of Section 2.03(c) shall be amended to
be .68 and .32, respectively.
Section 4. The reference to $6.906 in Section 6.03(c) shall be
amended to $6.950.
Section 5. Section 8.11 shall be amended by adding at the end
thereof the following: "The parties agree to the exclusive jurisdiction
of the Federal and state courts in the State of Delaware for any disputes
arising under this Agreement or the transactions contemplated hereby."
Section 6. Except as amended hereby, the Merger Agreement
continues to be, and shall remain, in full force and effect in accordance
with its terms. The General Provisions set forth in Article VIII of the
Merger Agreement are incorporated herein by reference and deemed made a
part hereof, mutatis mutandis.
IN WITNESS WHEREOF, the parties have executed this Amendment
by their respective officers thereunto duly authorized as of the date
first above written.
BETHLEHEM STEEL CORPORATION,
by /s/ C. H. Barnette
--------------------------------
C. H. Barnette
LUKENS INC.,
by /s/ R. W. Van Sant
--------------------------------
Name:
Title:
LUKENS ACQUISITION CORPORATION,
by /s/ C. H. Barnette
--------------------------------
C. H. Barnette
EXHIBIT 99.1
BETHLEHEM STEEL CORPORATION LUKENS INC.
BETTE KOVACH RICK WHITMYRE
(610) 694-3711 (610) 383-3393
LUKENS AND BETHLEHEM STEEL AMEND DEFINITIVE MERGER
AGREEMENT
BETHLEHEM OFFER INCREASED TO $30 PER SHARE FOR LUKENS COMMON STOCK
COATESVILLE, PA., January 5, 1998 -- Lukens Inc. (NYSE: LUC) and
Bethlehem Steel Corporation (NYSE: BS) announced today the signing of an
amendment to their definitive merger agreement of December 15, 1997.
Under the terms of the amendment, Bethlehem would acquire Lukens in
a transaction valued at about $740 million, including the assumption of
about $250 million of debt. The equity value of about $490 million is
based on Bethlehem paying $30 for each share of Lukens common stock
outstanding on the date of closing, by issuing Bethlehem common stock for
approximately 32 percent of the total equity value and paying cash for
the remaining 68 percent.
The amount of Bethlehem common stock per Lukens share will be based
on the 15-day average closing price of Bethlehem common stock prior to
transaction closing, but not less than 2.878 Bethlehem shares or more
than 4.317 Bethlehem shares. The other material terms and conditions of
the definitive merger agreement remain substantially unchanged.
The equity value of the amended transaction between Bethlehem and
Lukens represents an increase of about 7 percent over the offer received
from Allegheny Teledyne Incorporated to acquire Lukens in a merger
transaction for $28 in cash for each share of Lukens common stock.
Completion of the merger is subject to certain conditions,
including approval by Lukens' stockholders and the receipt of regulatory
approvals.
Lukens Inc. is a leading North American specialty steel manufacturer
whose operating units supply carbon, alloy and clad plate steels; and
stainless steel sheet, strip and plate products.
Bethlehem Steel, with current annual sales of about $4.7 billion,
is the second largest steel producer in the United States. It produces
plate at its Burns Harbor, Ind., and Sparrows Point, Md., facilities, and
consumes plate at its Pennsylvania Steel Technologies' pipe mill in
Steelton, Pa.
