SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by 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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
LUKENS INC.
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(Name of Registrant as Specified In Its Charter)
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(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)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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[LUKENS LETTERHEAD]
May 11, 1998
Dear Stockholder:
As you have been previously notified, Lukens Inc. ("Lukens")
terminated its Dividend Reinvestment Plan ("DRP"), effective May 8, 1998
(the "Termination Date").
Enclosed is a certificate representing the number of full shares of
common stock, par value $.01 per share, of Lukens Inc. ("Common Stock")
held in your DRP account on the Termination Date. Also enclosed is an
election form which is to accompany the enclosed certificate when submitted
in order to make an unconditional election to receive cash (the "Cash
Election"), subject to possible proration, in connection with the proposed
merger (the "Merger") of Lukens Acquisition Corporation, a wholly owned
subsidiary of Bethlehem Steel Corporation, with and into Lukens pursuant to
the Agreement and Plan of Merger dated as of December 15, 1997, as amended
as of January 4, 1998 (the "Merger Agreement"). THE FOREGOING DESCRIPTION
OF THE CASH ELECTION, THE MERGER AND THE MERGER AGREEMENT IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO THE FULL DESCRIPTION OF EACH THEREOF SET FORTH
IN THE PROXY STATEMENT/PROSPECTUS DATED APRIL 27, 1998 THAT WAS FIRST
MAILED TO STOCKHOLDERS OF LUKENS ON APRIL 28, 1998.
Also enclosed, if applicable, is a check representing cash in lieu of
any fractional share of Common Stock held in your DRP account on the
Termination Date.
In addition, if applicable, you will receive under separate cover a
check representing the dividend payable May 15, 1998, to stockholders of
record on May 11, 1998.
Very truly yours,
LUKENS INC.
By: /s/ William D. Sprague
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William D. Sprague
Vice President, General Counsel
and Secretary
