-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QSgMXykueMFA8HllugfwtLPJvo5EzU3Y4CTRHhAKkqQzWguODuHjxwnm+unUzO+5 Q61FV5jPZXG67nRBm3DSnw== 0000011860-98-000011.txt : 19980626 0000011860-98-000011.hdr.sgml : 19980626 ACCESSION NUMBER: 0000011860-98-000011 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980625 SROS: CBOE SROS: CSX SROS: NYSE 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: SEC FILE NUMBER: 001-01941 FILM NUMBER: 98653999 BUSINESS ADDRESS: STREET 1: 1170 EIGHTH AVE CITY: BETHLEHEM STATE: PA ZIP: 18016-7699 BUSINESS PHONE: 6106843745 MAIL ADDRESS: STREET 1: 1170 EIGHTH AVE CITY: BETHLEHEM STATE: PA ZIP: 18016-7699 10-K/A 1 CURRENT REPORT ON FORM 10-K/A 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, 1997 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, 1997, 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, 1997, for the Savings Plan for Salaried Employees of Bethlehem Steel Corporation and Subsidiary Companies UNITED STATES 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 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996] For the fiscal year ended December 31, 1997 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, 1997 --------------------------------------------------------------------- (Dollars in Millions)
State Street State Street S&P 500 Fidelity Fidelity Bethlehem Self- Stable Fixed Flagship Puritan Magellan Stock Managed Loan Total Income Fund Fund Fund Fund Fund Account Fund Funds ------------ ------------ -------- -------- --------- ------- ---- -------- Assets Investments $269.9 $55.9 $81.3 $73.4 $33.7 $13.7 - $527.9 Loans to participants - - - - - - $9.0 9.0 Receivables Interest 1.7 - - - - - - 1.7 Contributions - Employees .5 .2 .2 .3 - - - 1.2 - Employer - - - - .5 - - .5 Interfund transfers receivable (payable) .1 - - .1 .1 - (.3) - Cash and cash equivalents 24.5 - .7 .5 .8 - - 26.5 ------ ----- ----- ----- ----- ---- ----- ------ Net assets available for benefits $296.7 $56.1 $82.2 $74.3 $35.1 $13.7 $8.7 $566.8 ====== ===== ===== ===== ===== ==== ===== ====== The accompanying notes are an integral part of these financial statements.
- 1 - 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, 1996 -------------------------------------------------------------------- (Dollars in Millions)
State Street State Street S&P 500 Fidelity Fidelity Bethlehem Self- Stable Fixed Flagship Puritan Magellan Stock Managed Loan Total Income Fund Fund Fund Fund Fund Account Fund Funds ------------ ------------ -------- -------- --------- ------- ---- -------- Assets Investments $292.2 $32.7 $71.4 $63.7 $29.9 $9.7 - $499.6 Loans to participants - - - - - - $10.0 10.0 Receivables Interest 1.7 - - - - - .1 1.8 Contributions - Employees .6 .2 .2 .3 - - - 1.3 - Employer - - - - .6 - - .6 Interfund transfers receivable (payable) .3 (.1) - - - .1 (.3) - Cash and cash equivalents 24.9 - .6 .6 .7 - - 26.8 ------ ----- ----- ----- ----- ---- ----- ------ Net assets available for benefits $319.7 $32.8 $72.2 $64.6 $31.2 $9.8 $ 9.8 $540.1 ====== ===== ===== ===== ===== ==== ===== ====== The accompanying notes are an integral part of these financial statements.
- 2- 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, 1997 --------------------------------------------------------- (Dollars in Millions)
State Street State Street S&P 500 Fidelity Fidelity Bethlehem Self- Stable Fixed Flagship Puritan Magellan Stock Managed Loan Total Income Fund Fund Fund Fund Fund Account Fund Funds ------------ ------------ -------- -------- --------- ------- ---- -------- Additions to net assets attributed to: Investment income Net appreciation (depreciation) in fair value of investments - $12.4 $ 8.8 $10.7 $(1.2) $ 1.1 - $ 31.8 Interest $ 19.9 - - - .1 - $ .8 20.8 Dividends - - 6.6 4.8 - .6 - 12.0 Contributions Employees 6.4 2.5 2.9 3.1 .2 - - 15.1 Employer - - - - 6.6 - - 6.6 ------- ----- ------ ------ ------ ------ ----- ------- Total additions 26.3 14.9 18.3 18.6 5.7 1.7 .8 86.3 ------- ----- ------ ------ ------ ------ ----- ------- Deductions from net assets attributed to: Withdrawals and distributions to participants (41.2) (3.6) (6.0) (6.0) (2.5) - (.3) (59.6) ------- ----- ------ ------ ------ ------ ----- ------- Net increase (decrease) prior to interfund transfers (14.9) 11.3 12.3 12.6 3.2 1.7 .5 26.7 ------- ----- ------ ------ ------ ------ ----- ------- Interfund transfers (8.1) 12.0 (2.3) (2.9) .7 2.2 (1.6) - ------- ----- ------ ------ ------ ------ ----- ------- Net increase (decrease) (23.0) 23.3 10.0 9.7 3.9 3.9 (1.1) 26.7 Net assets available for benefits: Beginning of year 319.7 32.8 72.2 64.6 31.2 9.8 9.8 540.1 ------- ----- ------ ------ ------ ------ ----- ------- End of year $296.7 $56.1 $82.2 $74.3 $35.1 $13.7 $8.7 $566.8 ======= ===== ====== ====== ====== ====== ===== ======= The accompanying notes are an integral part of these financial statements.
- 3 - 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, 1996 --------------------------------------------------------- (Dollars in Millions)
State Street State Street S&P 500 Fidelity Fidelity Bethlehem Self- Stable Fixed Flagship Puritan Magellan Stock Managed Loan Total Income Fund Fund Fund Fund Fund Account Fund Funds ------------ ------------ -------- -------- --------- ------- ---- -------- Additions to net assets attributed to: Investment income Net appreciation (depreciation) in fair value of investments - $ 5.0 $ 1.4 $(3.5) $(13.2) $ .5 - $ (9.8) Interest $ 20.8 - - - .1 - $ .9 21.8 Dividends - - 8.2 10.6 - .3 - 19.1 Contributions Employees 9.3 1.5 2.8 3.8 .2 - - 17.6 Employer - - - - 7.0 - - 7.0 ------- ------ ------ ------ ------ ---- ---- ------- Total additions 30.1 6.5 12.4 10.9 (5.9) .8 .9 55.7 ------- ------ ------ ------ ------ ---- ---- ------- Deductions from net assets attributed to: Withdrawals and distributions to participants (36.7) (1.9) (5.4) (4.4) (2.1) - (.4) (50.9) ------- ------ ------ ------ ------ ---- ---- ------- Net increase (decrease) prior to interfund transfers (6.6) 4.6 7.0 6.5 (8.0) .8 .5 4.8 ------- ------ ------ ------ ------ ---- ---- ------- Interfund transfers (7.4) 11.2 .6 (8.0) .9 3.3 (.6) - ------- ------ ------ ------ ------ ---- ---- ------- Net increase (decrease) (14.0) 15.8 7.6 (1.5) (7.1) 4.1 (.1) 4.8 Net assets available for benefits: Beginning of year 333.7 17.0 64.6 66.1 38.3 5.7 9.9 535.3 ------- ------ ------ ------ ------ ---- ---- ------- End of year $319.7 $32.8 $72.2 $64.6 $31.2 $9.8 $9.8 $540.1 ======= ====== ====== ====== ====== ==== ==== =======
The accompanying notes are an integral part of these financial statements. - 4 - 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. The Plan has a trust (the Trust) under a Trust Agreement with State Street Bank and Trust Company (the Trustee). 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 11% (14% for nonhighly compensated employees, as defined by the Plan) 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. Effective January 1, 1998, the maximum percentage of eligible salary which an eligible employee (highly and nonhighly compensated) may elect as Before-Tax Contributions was increased to 21%. 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. Nonhighly compensated employees are limited to After-Tax Supplemental Contributions of from 7% to 10% depending upon the amount elected as Before-Tax Contributions. Participants should refer to the Plan document for a complete description of the Plan provisions. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting - ------------------- The financial statements are prepared on the accrual basis of accounting. - 5 - 6 Investments and Investment Income - --------------------------------- 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 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. 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 with original maturities at the time of acquisition of three months or less. Cash equivalents are stated at cost plus accrued interest, which approximates fair value. Withdrawals and Distributions - ----------------------------- Withdrawals and distributions to participants are recorded when paid. NOTE C - CONTRIBUTIONS AND INVESTMENT OPTIONS 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 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 - 6 - 7 rates specified in the applicable contracts, which ranged from 5.17% to 9.75% and 4.72% to 9.50% for the years ended December 31, 1997 and 1996, respectively. The Fixed Income Fund had an average yield of 6.71% for 1997 and 6.66% for 1996. The Fixed Income Fund had five contracts at December 31, 1997 and 1996, representing 14.7% and 15.7% of the fund's net assets, respectively, that had interest rate reset provisions. These contracts were credited with interest rates ranging from 6.07% to 9.75% and from 5.03% to 9.50% for the years ended December 31, 1997 and 1996, respectively. Interest earned on investments in the Fixed Income Fund is reinvested in that fund. There were no individual investments at December 31, 1997 and 1996 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 1997 and 1996. 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 1997 and 1996, 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 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. 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. NOTE D - LOAN PROVISION 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. Participants are permitted to have up to two loans outstanding at one time. - 7 - 8 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, 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. 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. 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, 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, 1997, the Plan had a $23,198 obligation for withdrawals processed and approved, but not yet paid to participants. There was no such obligation at December 31, 1996. This obligation is reported as a liability for Department of Labor Form 5500 reporting purposes, but not for purposes of these financial statements. NOTE F - FAIR VALUE OF INVESTMENTS Investments valued at fair value are as follows (dollars in millions except per share amounts): - 8 - 9
Fair Value --------------------- Shares Per Share Amount ------ --------- ------ December 31, 1997 - ----------------- State Street S&P 500 Flagship Fund* 350,479 $159.256 $55.8 Fidelity Puritan Fund* 4,192,488 19.380 81.2 Fidelity Magellan Fund* 770,621 95.270 73.4 Bethlehem Stock Fund* 3,910,081 8.625 33.7 December 31, 1996 - ----------------- State Street S&P 500 Flagship Fund* 274,332 $119.404 $32.7 Fidelity Puritan Fund* 4,139,448 17.240 71.4 Fidelity Magellan Fund* 790,451 80.650 63.7 Bethlehem Stock Fund* 3,316,456 9.000 29.9
* The investment funds identified represented greater than 5% of the Plan's net assets for the applicable year ended December 31. NOTE G - 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. 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 accordance with the provisions of the Plan. - 9 - 10 NOTE H - 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 I - OTHER MATTERS The Plan's Fixed Income Fund 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 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 9.75% for the second half of 1997, 6.35% for the first half of 1997 and 6.25% for the year 1996. Therefore, the guaranteed value and accrued interest, as determined by the Rehabilitation Plan, is $9.2 million at December 31, 1997. 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 or about December 31, 1999. Accordingly, no provision for loss has been accrued for the MBL GAC, recorded at contract value, in the accompanying financial statements. - 10 - 11 ATTACHMENT I EIN: 24-0526133 PN: 100 SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES ---------------------------------------------------- SCHEDULE G (PART I) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ---------------------------------------------------------------------
(a) (b) (c) (d) (e) Identity of issue Description of investment Cost Current Value ------------------------------------- ---------------------------- ------------- ------------- State Street Stable Fixed Income Fund ------------------------------------- Allstate Life Insurance Company GAC at 8.23% maturing 06/30/98, $ 16,403,179 $ 16,403,179 12/31/98, 06/30/99, 12/31/99 CDC Investment Management Corporation GAC at 7.37% maturing 03/31/98, 15,179,327 15,179,327 09/30/98, 03/31/99 Principal Mutual Life Insurance Company GAC at 8.09% maturing 06/30/98, 15,178,513 15,178,513 12/31/98, 06/30/99, 12/31/99 CDC Investment Management Corporation GAC at 8.14% maturing 03/31/98, 12,906,873 12,906,873 09/30/98, 12/31/98, 03/31/99 Metropolitan Life Insurance Company IPG Contract at variable rates 12,012,747 12,012,747 Metropolitan Life Insurance Company GAC at variable rates with open ended 11,053,285 11,053,285 maturity New York Life Insurance Company GAC at 6.22% maturing 05/15/2002 9,799,212 9,799,212 Peoples Security Life Insurance Company GAC at 5.80% maturing 03/31/98, 9,266,149 9,266,149 09/30/98 MBL Life Assurance Corporation WAC at variable rates maturing 12/31/99 9,243,452 9,243,452 The Prudential Insurance Company GAC at 6.21% maturing 05/29/98, 11/30/98 9,102,244 9,102,244 of America 05/31/99, 10/29/99 The Prudential Insurance Company GAC at 6.83% maturing 09/30/98, 09/30/99 8,464,424 8,464,424 of America First Allmerica Life Insurance Company GAC at 6.25% maturing 06/30/98, 06/30/99 8,320,235 8,320,235 Pacific Mutual Life Insurance Company GAC at 6.79% maturing 07/31/2000, 7,948,690 7,948,690 07/31/2001, 04/30/2002 Morgan Guaranty Trust Company GAC at 7.06% maturing 05/15/2001 7,755,401 7,755,401 of New York AIG Financial Products Corporation GAC at 6.91% maturing 02/26/99, 08/31/2000, 7,665,335 7,665,335 11/30/2001 Transamerica Occidental Life Insurance GAC at 7.00% maturing 04/30/99, 7,613,180 7,613,180 Company 04/28/2000, 01/31/2001, 04/30/2001 AIG Financial Products Corporation GAC at 6.6472% maturing 08/06/2001, 7,375,382 7,375,382 02/06/2002 The Life Insurance Company of Virginia GAC at 6.90% maturing 11/30/99, 12/29/2000, 7,227,556 7,227,556 06/29/2001, 03/29/2002, 06/28/2002 Continental Assurance Company GAC at 7.16% maturing 08/31/98, 7,165,540 7,165,540 08/31/99, 05/31/2000 CDC Investment Management Corporation GAC at 6.415% maturing 11/15/2002 6,280,439 6,280,439
- 11 - 12 ATTACHMENT I EIN: 24-0526133 PN: 100 SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES ---------------------------------------------------- SCHEDULE G (PART I) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ---------------------------------------------------------------------
(a) (b) (c) (d) (e) Identity of issue Description of investment Cost Current Value ------------------------------------- ---------------------------- ------------- ------------- State Street Stable Fixed Income Fund ------------------------------------- New York Life Insurance Company GAC at 6.20% maturing 02/27/98, $ 6,086,921 $ 6,086,921 01/29/99 Continental Assurance Company GAC at 5.20% maturing 06/30/98 6,072,811 6,072,811 Transamerica Occidental Life Insurance GAC at 6.32% maturing 11/01/99, 6,059,732 6,059,732 Company 05/01/2000, 10/31/2000 Peoples Security Life Insurance Company GAC at 6.37% maturing 11/30/2000, 6,000,000 6,000,000 10/31/2001, 10/31/2002 The Prudential Insurance Company GAC at 6.74% maturing 10/30/98, 5,802,568 5,802,568 of America 10/31/2000, 10/31/2001 Union Bank of Switzerland GAC at variable rates maturing 07/15/2002 5,632,445 5,632,445 Peoples Security Life Insurance Company GAC at variable rates maturing 03/31/99, 5,532,668 5,532,668 12/31/99, 03/31/2000 Transamerica Occidental Life Insurance GAC at 6.08% maturing 11/30/98, 5,186,488 5,186,488 Company 11/30/99, 11/30/2000 Principal Mutual Life Insurance Company GAC at 6.15% maturing 07/30/99, 4,321,374 4,321,374 07/31/2000 John Hancock Mutual Life Insurance GAC at 6.80% maturing 10/02/2000, 4,303,686 4,303,686 Company 10/01/2001 Principal Mutual Life Insurance Company GAC at 6.42% maturing 11/30/2001 4,270,610 4,270,610 John Hancock Mutual Life Insurance GAC at 5.45% maturing 12/31/98 4,162,463 4,162,463 Company Hartford Life Insurance Company GAC at 5.17% maturing 01/02/98 4,069,755 4,069,755 Provident Life & Accident Insurance GAC at 5.47% maturing 03/31/98 3,765,162 3,765,162 Company Metropolitan Life Insurance Company GAC at 6.16% maturing 10/31/98 2,137,505 2,137,505 Executive Life Insurance Company Annual installments from trusts 571,101 571,101 Trust Assets Total State Street Stable Fixed 269,936,452 269,936,452 Income Fund State Street Bank and Trust Company S&P 500 Flagship Fund 37,669,491 55,815,854 Fidelity Institutional Retirement Puritan Fund 66,667,140 81,250,421 Services Company Fidelity Institutional Retirement Magellan Fund 56,916,877 73,417,073 Services Company Bethlehem Steel Corporation Stock Fund 52,547,578 33,724,452 State Street Bank and Trust Company Self-Managed Account 12,892,557 13,721,508 State Street Bank and Trust Company Short-Term Investment Fund 26,523,625 26,523,625 Participant Loans Rates of 6.5% - 11.5% 8,990,529 8,990,529 Grand Total $ 532,144,249 $ 563,379,914 ============= =============
- 12 - 13 ATTACHMENT II EIN: 24-0526133 PN: 100 SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES ---------------------------------------------------- SCHEDULE G (PART V) - SCHEDULE OF REPORTABLE TRANSACTIONS ---------------------------------------------------------
(h) (f) Current Expense (g) value of (a) (c) (d) (e) incurred Cost asset on (i) Identity of party (b) Purchase Selling Lease with of transaction Net gain involved Description of asset price price Rental transaction Asset date or (loss) - ---------------------- ------------------------ ----------- ----------- ------ ----------- ----------- ----------- --------- State Street Bank and Stable Fixed Income Fund $33,848,645 $33,848,645 $33,848,645 and Trust Company State Street Bank and Stable Fixed Income Fund $56,103,084 $56,103,084 $56,103,084 and Trust Company
- 13 - 14 [Letterhead of Price Waterhouse LLP] REPORT OF INDEPENDENT AUDITORS ------------------------------ June 25, 1998 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, 1997 and 1996, 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 schedules of assets held for investment purposes and 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 statements of net assets available for benefits and the statements 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 - 14 - 15 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. 33-58021, No. 33-60507, No. 33-53895 and No. 33-57157) of Bethlehem Steel Corporation of our report dated June 25, 1998, appearing on page 14 of this Form 11-K. /s/ Price Waterhouse LLP - ------------------------------- Price Waterhouse LLP 1177 Avenue of the Americas New York, NY 10036 June 25, 1998 - 15 - 16 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/ A. E. Moffitt, Jr. ------------------------------------- A. E. Moffitt, Jr. Chairman, Employee Benefits Administration Committee Date: June 25, 1998 - 16 - 17 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, Chief Financial Officer and Treasurer Date: June 25, 1998 - 17 - -----END PRIVACY-ENHANCED MESSAGE-----