-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oPplF+byvNiorhRlyOy0AwaawgVhWH5ZzN7c8h6FuRQGIEbHW4s21HBW6evMvgmO l63ULsxaqHX++Pi1MOAMNQ== 0000011860-95-000012.txt : 199506300000011860-95-000012.hdr.sgml : 19950630 ACCESSION NUMBER: 0000011860-95-000012 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BETHLEHEM STEEL CORP /DE/ CENTRAL INDEX KEY: 0000011860 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 240526133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01941 FILM NUMBER: 95550813 BUSINESS ADDRESS: STREET 1: 1170 EIGHTH AVE CITY: BETHLEHEM STATE: PA ZIP: 18016 BUSINESS PHONE: 2156942424 10-K/A 1 CURRENT REPORT ON FORM 10-K/A 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, 1994 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, 1994, 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, 1994, for the Savings Plan for Salaried Employees of Bethlehem Steel Corporation and Subsidiary Companies SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 11-K (x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ________________ to _____________________ Commission file number 1-2516 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: 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 1 SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES - ---------------------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1994 - --------------------------------------------------
State State Street Street Fidelity Fidelity Bethlehem Self- Selection Index Puritan Magellan Stock Managed Loan Combined Fund Fund Fund Fund Fund Account Fund Funds ------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------ Assets Investments (Notes B, C and G) $314,144,494 $8,460,741 $56,704,854 $49,990,542 $37,790,694 $2,701,130 - $469,792,455 Receivables Loans to participants (Note D) - - - - - - $9,486,212 9,486,212 Interest 1,727,587 - 2,394 1,989 8,444 - - 1,740,414 Contributions - Participating employees 653,283 39,409 234,656 307,330 19,018 - - 1,253,696 - Participating employers - - - - 612,580 - - 612,580 Interfund transfers receivable (payable) 180,031 12,057 31,255 72,909 40,885 - (337,137) - Cash and cash equivalents (Note B) 20,255,762 - 548,068 395,099 1,551,920 - 480 22,751,329 ------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------ Net assets available for benefits $336,961,157 $8,512,207 $57,521,227 $50,767,869 $40,023,541 $2,701,130 $9,149,555 $505,636,686 ============ ========== =========== =========== =========== ========== ========== ============
The accompanying notes are an integral part of these financial statements. 2 SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES ---------------------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1993 -------------------------------------------------
State State Street Street Fidelity Fidelity Bethlehem Selection Index Puritan Magellan Stock Loan Combined Fund Fund Fund Fund Fund Fund Funds ------------ ------------ ----------- ----------- ----------- ---------- ----------- Assets Investments (Notes B, C and G) $314,957,739 $8,506,053 $53,262,065 $47,584,986 $38,913,825 - $463,224,668 Receivables Loans to participants (Note D) - - - - - $7,453,160 7,453,160 Interest 1,919,947 482 2,484 2,033 1,479 42,568 1,968,993 Contributions - Participating employees 700,779 37,413 206,920 294,545 14,559 - 1,254,216 - Participating employers - - - - 615,975 - 615,975 Interfund transfers receivable (payable) 49,668 4,731 18,922 60,385 54,757 (188,463) - Cash and cash equivalents (Note B) 27,481,125 3,933 31,450 16,939 8,705 - 27,542,152 ------------ ---------- ----------- ----------- ----------- ---------- ------------ Net assets available for benefits $345,109,258 $8,552,612 $53,521,841 $47,958,888 $39,609,300 $7,307,265 $502,059,164 ============ ========== =========== =========== =========== ========== ============
The accompanying notes are an integral part of these financial statements. 3 SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES - ---------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1994 - ---------------------------------------------------------
State State Street Street Fidelity Fidelity Bethlehem Self- Selection Index Puritan Magellan Stock Managed Loan Combined Fund Fund Fund Fund Fund Account Fund Funds ------------ ---------- ----------- ----------- ----------- --------- ---------- ------------ Additions to net assets attributed to: Investment income Net appreciation (depreciation) in fair value of investments (Note F) - $ 126,627 $(3,675,285)$(3,049,914) $(4,283,126) $ (55,321) - $(10,937,019) Interest (Note C) $ 20,590,682 2,623 28,684 21,826 43,566 - - 20,687,381 Dividends - - 4,573,596 2,020,734 - 24,807 - 6,619,137 ------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------ 20,590,682 129,250 926,995 (1,007,354) (4,239,560) (30,514) - 16,369,499 ------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------ Contributions (Note C) Participating employees 8,155,102 481,666 2,826,503 3,914,426 186,316 - - 15,564,013 Participating employers - - - - 7,394,201 - - 7,394,201 ------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------ 8,155,102 481,666 2,826,503 3,914,426 7,580,517 - - 22,958,214 ------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------ Interest on loans to participants (Note D) - - - - - - $ 516,229 516,229 ------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------ Total additions 28,745,784 610,916 3,753,498 2,907,072 3,340,957 (30,514) 516,229 39,843,942 ------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------ Deductions from net assets attributed to: Withdrawals and distributions to participants (Notes B and E) 27,258,487 610,290 3,859,626 2,332,270 1,935,806 - 269,941 36,266,420 ------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------ Total deductions 27,258,487 610,290 3,859,626 2,332,270 1,935,806 - 269,941 36,266,420 ------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------ Net increase (decrease) prior to interfund transfers 1,487,297 626 (106,128) 574,802 1,405,151 (30,514) 246,288 3,577,522 Interfund transfers (9,635,398) (41,031) 4,105,514 2,234,179 (990,910) 2,731,644 1,596,002 - ------------ --------- ---------- ----------- ----------- ---------- ---------- ----------- Net increase (decrease) (8,148,101) (40,405) 3,999,386 2,808,981 414,241 2,701,130 1,842,290 3,577,522 Net assets available for benefits Beginning of year 345,109,258 8,552,612 53,521,841 47,958,888 39,609,300 - 7,307,265 502,059,164 ------------ ---------- ----------- ----------- ----------- ---------- ---------- ------------ End of year $336,961,157 $8,512,207 $57,521,227 $50,767,869 $40,023,541 $2,701,130 $9,149,555 $505,636,686 ============ ========== =========== =========== =========== ========== ========== ============
The accompanying notes are an integral part of these financial statements. 4 SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES - ---------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1993 - ---------------------------------------------------------
State State Street Street Fidelity Fidelity Bethlehem Selection Index Puritan Magellan Stock Loan Combined Fund Fund Fund Fund Fund Fund Funds ------------ ---------- ----------- ----------- ----------- ---------- ------------ Additions to net assets attributed to: Investment income Net appreciation in fair value of investments (Note F) - $ 807,194 $2,632,979 $ 4,659,994 $ 8,460,904 - $16,561,071 Interest (Note C) $23,125,626 6,007 31,384 25,565 13,137 - 23,201,719 Dividends - - 6,279,822 4,336,151 - - 10,615,973 ------------ ---------- ----------- ----------- ----------- ---------- ------------ 23,125,626 813,201 8,944,185 9,021,710 8,474,041 - 50,378,763 ------------ ---------- ----------- ----------- ----------- ---------- ------------ Contributions (Note C) Participating employees 9,294,712 510,477 2,469,069 3,528,493 178,979 - 15,981,730 Participating employers - - - - 7,613,679 - 7,613,679 ------------ ---------- ----------- ----------- ----------- ---------- ------------ 9,294,712 510,477 2,469,069 3,528,493 7,792,658 - 23,595,409 ------------ ---------- ----------- ----------- ----------- ---------- ------------ Interest on loans to participants (Note D) - - - - - $ 614,952 614,952 ------------ ---------- ----------- ----------- ----------- ---------- ------------ Total additions 32,420,338 1,323,678 11,413,254 12,550,203 16,266,699 614,952 74,589,124 ------------ ---------- ----------- ----------- ----------- ---------- ------------ Deductions from net assets attributed to: Withdrawals and distributions to participants (Notes B and E) 29,794,810 658,591 3,470,357 2,700,332 1,927,809 396,055 38,947,954 ------------ ---------- ----------- ----------- ----------- ---------- ------------ Total deductions 29,794,810 658,591 3,470,357 2,700,332 1,927,809 396,055 38,947,954 ------------ ---------- ----------- ----------- ----------- ---------- ------------ Net increase prior to interfund transfers 2,625,528 665,087 7,942,897 9,849,871 14,338,890 218,897 35,641,170 Interfund transfers (7,051,808) (126,301) 5,704,567 2,520,654 (270,579) (776,533) - ------------ ---------- ----------- ----------- ----------- ---------- ------------ Net increase (decrease) (4,426,280) 538,786 13,647,464 12,370,525 14,068,311 (557,636) 35,641,170 Net assets available for benefits Beginning of year 349,535,538 8,013,826 39,874,377 35,588,363 25,540,989 7,864,901 466,417,994 ------------ ---------- ----------- ----------- ----------- ---------- ------------ End of year $345,109,258 $8,552,612 $53,521,841 $47,958,888 $39,609,300 $7,307,265 $502,059,164 ============ ========== =========== =========== =========== ========== ============
The accompanying notes are an integral part of these financial statements. 5 SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES ---------------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- NOTE 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. In accordance with the Plan, a trust (the "Trust") was created under a Trust Agreement between Bethlehem and Morgan Guaranty Trust Company of New York (the "Trustee"). Effective January 1, 1987, State Street Bank and Trust Company ("State Street") became the Trustee. At that time, State Street also became the Plan's investment manager. Effective April 27, 1994, the Employee Benefits Administration Committee, consisting of five officers and employees of Bethlehem, replaced the separate Savings Plan Committee as the administrator of the Plan. 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 11% of eligible salary contributed by the Employing Company 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. Effective January 1, 1995, nonhighly compensated employees may elect to have up to a maximum of 14% of eligible salary contributed by the Employing Company as Before-Tax Contributions. The 21% combined limit of Before-Tax and After-Tax Contributions remains unchanged. 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. Effective January 1, 1995, nonhighly compensated employees are limited to After-Tax Supplemental Contributions of from 7% to 10% depending upon the amount elected as Before-Tax Contributions. Expenses for accounting and administrative services are not charged to the Plan but are borne by the participating companies. 6 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting - ------------------- The financial statements shown herein are prepared on the accrual basis of accounting. Investments and Investment Income - --------------------------------- Investments in Bethlehem Common Stock, equity and fixed income securities and mutual funds are valued at fair value based upon the last published quotations for the last business day of the year. Investments in contracts with insurance companies are presented at contract value representing contributions made under the contracts, plus interest at the contract rate, less funds withdrawn. Income from investments is recognized as earned. Investment realized and unrealized gains and losses are determined on the basis of average acquisition cost. For Department of Labor Form 5500 reporting purposes, investment realized and unrealized gains and losses are determined on the basis of beginning of the year fair value or, if acquired during the year, at acquisition cost. Cash and Cash Equivalents - ------------------------- Cash equivalents consist of investments in short-term, highly liquid instruments generally with maturities at the time of acquisition of three months or less. Cash equivalents are stated at cost plus accrued interest, which approximates market value. Withdrawals and Distributions - ----------------------------- Withdrawals and distributions are recorded when paid. NOTE C - CONTRIBUTIONS Contributions are paid by Bethlehem to the Trustee on the first banking day of the month following the month for which they were accrued. Before-Tax and After-Tax Contributions are allocated among the State Street Selection Fund, State Street Index Fund, Fidelity Puritan Fund, Fidelity Magellan Fund and Bethlehem Stock Fund in multiples of 1% at each participant's election (10% prior to January 1, 1994). 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. 7 The State Street Selection Fund is a fixed income fund consisting of investments in guaranteed annuity contracts and one immediate participation guarantee contract, all of which are with insurance companies. The State Street Selection Fund provided a blended interest rate of 6.30% for 1994 and 6.93% for 1993. Interest earned on investments in the State Street Selection Fund is reinvested in that fund. At December 31, 1994, the State Street Selection Fund held a Metropolitan Life Insurance Company immediate participation guarantee contract with a contract value of $42,066,331 at 6.10%. There were no other individual investments, at December 31, 1994, representing 5% or more of the Plan's net assets. The State Street Index 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. Cash dividends on Bethlehem Common Stock are reinvested in Bethlehem Common Stock. There were no dividends on Bethlehem Common Stock for 1994 and 1993. The Plan provides that shares of Bethlehem Common Stock may be purchased by the Trustee on the open market or directly from Bethlehem out of either issued shares of Bethlehem Common Stock held in treasury or authorized but unissued shares of Bethlehem Common Stock. 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 out of either issued shares of Bethlehem Common Stock held in treasury or authorized but unissued shares of Bethlehem Common Stock. During 1994 and 1993, Matching Company Contributions to the Bethlehem Stock Fund were made from authorized but unissued shares of Bethlehem Common Stock and all other contributions to that Fund were made in cash. Effective July 27, 1994, the Self-Managed Account ("SMA") was established to give participants access to a wide range of investments that include equity and fixed income securities and approximately 1,500 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. Effective October 10, 1994, assets invested in the State Street Selection 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. 8 NOTE D - LOAN PROVISION Effective January 1, 1990, a loan provision was approved 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 who is an active full-time employee having a vested account balance of $2,000 or more is eligible for a loan. Effective July 27, 1994, participants are permitted to have two loans outstanding at one time under the provisions mentioned above. All loans are made from the Loan Fund which is funded by transfers from the State Street Selection Fund, State Street Index Fund, Fidelity Puritan Fund and Fidelity Magellan Fund. Participants may not borrow from the Bethlehem Stock Fund or the Self-Managed Account. The term of the loan is generally twelve to fifty-seven 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, plus 1%. Repayments of principal plus interest are made to the Loan Fund and transferred back to the five investment funds in accordance with participants' current contribution investment elections. At December 31, 1994, there were 1,124 outstanding loans. NOTE 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. Upon the termination of employment of a participant or in the event of a participant's death, the participant or his beneficiary shall receive the amounts in 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, 1994, the Plan had a $38,041 obligation for distributions processed and approved, but not yet paid to individuals who have withdrawn from participation in the Plan. This obligation is reported as a liability for Department of Labor Form 5500 reporting purposes, but not for purposes of these financial statements. 9 NOTE F - NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS The Plan's investments (including investments bought, sold and held during the year) appreciated (depreciated) in value for the year ended December 31 as follows:
State Street Fidelity Fidelity Bethlehem Self- Index Puritan Magellan Stock Managed Fund Fund Fund Fund Account ---------- ----------- ----------- ----------- --------- 1994 ---- Unrealized depreciation of investments $ (182,989) $(4,247,620) $(3,587,707) $(6,151,764) $(57,559) Realized gain on sale of investments 309,616 572,335 537,793 1,868,638 2,238 ---------- ----------- ----------- ----------- -------- Net appreciation (depreciation) in fair value of investments $ 126,627 $(3,675,285) $(3,049,914) $(4,283,126) $(55,321) ========== =========== =========== =========== ========
1993 ---- Unrealized appreciation of investments $ 464,286 $ 1,798,317 $ 3,745,286 $ 8,207,995 Realized gain on sale of investments 342,908 834,662 914,708 252,909 ---------- ----------- ----------- ----------- Net appreciation in fair value of investments $ 807,194 $ 2,632,979 $ 4,659,994 $ 8,460,904 ========== =========== =========== ===========
There is no appreciation (depreciation) of investments in the State Street Selection Fund or Loan Fund. 10 NOTE G - FAIR VALUE AND COST OF INVESTMENTS Investments valued at fair value are as follows:
Fair Value Average ------------------- Acquisition Shares Per Share Amount Cost ------ --------- --------- ----------- December 31, 1994 - ----------------- State Street Index Fund 119,907 $70.561 $ 8,460,741 $ 7,091,156 Fidelity Puritan Fund 3,828,822 14.810 56,704,854 56,194,521 Fidelity Magellan Fund 748,361 66.800 49,990,542 48,081,411 Bethlehem Stock Fund 2,099,483 18.000 37,790,694 36,329,919 December 31, 1993 - ----------------- State Street Index Fund 122,222 $69.595 $ 8,506,053 $ 6,953,479 Fidelity Puritan Fund 3,381,718 15.750 53,262,065 48,504,111 Fidelity Magellan Fund 671,630 70.850 47,584,986 42,088,148 Bethlehem Stock Fund 1,909,881 20.375 38,913,825 31,301,286
Investments in the Self-Managed Account had a fair value of $2,701,130 and an average acquisition cost of $2,758,689 at December 31, 1994. NOTE H - TAX STATUS Bethlehem has received determinations from the Internal Revenue Service, the most recent of which is dated August 15, 1991, 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. Bethlehem amended the Plan through September 28, 1994, and filed an application with the Internal Revenue Service on December 22, 1994, to obtain a determination to the effect that the Plan continues to be a qualified plan and is exempt from Federal income tax under the provisions of the Internal Revenue Code. Bethlehem expects to obtain such determination. Participants are not subject to Federal income tax on Before-Tax Contributions, on Matching Company Contributions or on earnings credited to their accounts until withdrawal or distribution of such amounts in acordance with the provisions of the Plan. 11 NOTE I - PARTICIPANTS The number of participants who made contributions in each fund was: Contributing Participants 1994 1993 ---- ---- State Street Selection Fund 3,040 2,946 State Street Index Fund 552 479 Fidelity Puritan Fund 1,705 1,476 Fidelity Magellan Fund 1,934 1,727 Bethlehem Stock Fund 3,972 3,878 NOTE J - TERMINATION OF THE PLAN Upon termination of the Plan or the complete discontinuance of Matching Company Contributions, the amounts credited to participants' accounts will be fully vested and nonforfeitable. NOTE K - NEW ACCOUNTING PRINCIPLE In September, 1994, the American Institute of Certified Public Accountants ("AICPA") issued Statement of Position 94-4 ("SOP 94-4"), "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans." Under the provisions of SOP 94-4, covered plans would have to value investment contracts with insurance companies at fair value, except for fully benefit-responsive contracts (contracts which provide a liquidity guarantee for benefit payments, transfers or loans initiated by Plan participants at contract value) which would still be valued at contract value. SOP 94-4 is effective for financial statements for plan years beginning after December 15, 1994, except for its application to investment contracts entered into before December 31, 1993, which is delayed until plan years beginning after December 15, 1995. The effect of adopting SOP 94-4 on the Plan's financial statements is not currently known. NOTE L - OTHER MATTERS On April 11, 1991, the California Insurance Commission placed Executive Life Insurance Company of California ("ELIC") under conservatorship and placed a moratorium on withdrawals from all Group Annuity Contracts ("GACs") issued by ELIC. At April 30, 1991, the Plan's State Street Selection Fund held an ELIC GAC with a contract value of $7,434,391, maturing on December 31, 1992, at a contract rate of 8.8%. The Plan discontinued further interest accruals on this GAC as of May 1, 1991. Bethlehem has agreed to reimburse the Plan for the difference, if any, between the amount eventually received by the Plan as a result of the resolution of the conservatorship proceedings and the amount of the 12 ELIC GAC balance due (i.e., the principal and accrued interest) under the contract through April 30, 1991. During 1993, a Rehabilitation Plan was approved by the California Insurance Commission and, effective September 3, 1993, the ELIC GAC was assumed by Aurora National Assurance Company, as part of this Rehabilitation Plan. This plan provided contractholders with the option to Opt-In (participate in the Rehabilitation Plan) or Opt-Out (receive a series of payouts). Effective February 10, 1994, State Street, acting as Investment Manager for the Selection Fund, elected to Opt-Out of the ELIC Rehabilitation Plan. This will result in an estimated total recovery of approximately 85.4%, or $6,350,000, of the recorded contract value at December 31, 1993. During 1994, approximately $4,250,000 in payments were received as part of the Rehabilitation Plan thereby reducing the ELIC GAC's recorded contract value to $3,181,385 at December 31, 1994. The remaining payments are estimated to occur during the period from September, 1995, through September, 1997, at which time Bethlehem will make a contribution to fulfill its commitment to the Plan, presently estimated at approximately $1.1 million. Accordingly, no provision for loss has been accrued for the ELIC GAC, recorded at contract value, in the accompanying financial statements. The Plan's State Street Selection Fund also held a Mutual Benefit 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 contractholders 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 Selection 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 $7,250,000 for the Plan. Additionally, the Rehabilitation Plan provides for interest on the MBLLAC WAC at a rate of 3.5% for 1993 and 1994. Therefore, the guaranteed value and accrued interest, as determined by the Rehabilitation Plan, is $8,053,311 at December 31, 1994. Subsequent to 1994, interest rates will be reset annually until final maturity, but cannot go below 0%. The restructured MBLLAC WAC is scheduled to mature in five installments between December 31, 1999, and December 31, 2003. However, should insufficient liquidity exist, each installment can be extended up to an additional seven years, not to extend beyond the period December 31, 2006, through December 31, 2010. Accordingly, no provision for loss has been accrued for the MBL GAC, recorded at contract value, in the accompanying financial statements. 13 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 at December 31, 1994 and 1993, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. 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 generally accepted auditing standards 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 performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in the schedule of assets held for investment purposes and the schedule of reportable transactions is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The schedules of assets held for investment purposes and reportable transactions and the Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Price Waterhouse LLP - -------------------------------- PRICE WATERHOUSE LLP 1177 Avenue of the Americas New York, NY 10036 June 27, 1995 14 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 and No. 33-60507) of our report dated June 27, 1995, appearing on page 13 of the Annual Report of the Savings Plan for Salaried Employees of Bethlehem Steel Corporation and Subsidiary Companies on Form 11-K for the year ended December 31, 1994. /s/ Price Waterhouse LLP - ------------------------------- Price Waterhouse LLP 1177 Avenue of the Americas New York, NY 10036 June 29, 1995 15 SIGNATURE 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, thereunto duly authorized. Savings Plan for Salaried Employees of Bethlehem Steel Corporation and Subsidiary Companies By /s/ J. A. Jordan, Jr. ---------------------------- J. A. Jordan, Jr. Chairman, Employee Benefits Administration Committee Date: June 29, 1995 16 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/ G. L. Millenbruch -------------------------- G. L. Millenbruch Executive Vice President and Treasurer (principal financial officer) Date: June 29, 1995 -----END PRIVACY-ENHANCED MESSAGE-----