-----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, EncCaVUpiz8b3TILNBnwgmjNqLC41g77RK5xGa8rXv+0Qc7r3Do5Wf6pIcuXflw7 j24rYwUnxPeXTHG7XNpvoA== 0000011860-99-000030.txt : 19990630 0000011860-99-000030.hdr.sgml : 19990630 ACCESSION NUMBER: 0000011860-99-000030 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 99654749 BUSINESS ADDRESS: STREET 1: 1170 EIGHTH AVE CITY: BETHLEHEM STATE: PA ZIP: 18016-7699 BUSINESS PHONE: 6106942424 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, 1998 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, 1998, 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, 1998, 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 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 ----------------- 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 SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES ---------------------------------------------------- CONTENTS -------- Statements of Net Assets Available for Benefits with Fund Information As of December 31, 1998 1 As of December 31, 1997 2 Statements of Changes in Net Assets Available for Benefits with Fund Information For the year ended December 31, 1998 3 For the year ended December 31, 1997 4 Notes to Financial Statements 5 Schedule I - Schedule of Assets Held for Investment Purposes 12 Schedule II - Schedule of Reportable Transactions 15 Report of Independent Auditors 16 Consent of Independent Auditors 17 Signatures 18 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, 1998 --------------------------------------------------------------------- (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 $249.2 $68.6 $82.5 $93.1 $35.8 $18.0 - $547.2 Loans to participants - - - - - - $7.8 7.8 Receivables Interest - - - - - - - - Contributions - Employees .3 .2 .1 .2 - - - .8 Contributions - Employer - - - - .3 - - .3 Interfund transfers receivable (payable) - .2 (.1) .1 - - (.2) - Cash and cash equivalents 49.3 .1 .6 .6 1.0 - - 51.6 ------ ----- ------ ----- ----- ----- ----- ------ Net assets available for benefits $298.8 $69.1 $83.1 $94.0 $37.1 $18.0 $7.6 $607.7 ====== ===== ====== ===== ===== ===== ===== ====== 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, 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 Contributions - 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.
- 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, 1998 --------------------------------------------------------- (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 in fair value of investments - $15.3 $ 3.7 $19.3 - $ 2.3 - $ 40.6 Interest $ 19.3 - - - $ .1 - $ .7 20.1 Dividends - - 8.8 4.5 - .5 - 13.8 Contributions Employees 5.7 3.0 2.8 3.5 .2 - - 15.2 Employer - - - - 6.3 - - 6.3 ------- ------ ------ ------ ------ ------ ----- ------- Total additions 25.0 18.3 15.3 27.3 6.6 2.8 .7 96.0 ------- ------ ------ ------ ------ ------ ----- ------- Deductions from net assets attributed to: Withdrawals and distributions to participants (34.5) (5.2) (6.7) (5.7) (2.7) - (.3) (55.1) ------- ------ ------ ------ ------ ------ ----- ------- Net increase (decrease) prior to interfund transfers (9.5) 13.1 8.6 21.6 3.9 2.8 .4 40.9 ------- ------ ------ ------ ------ ------ ----- ------- Interfund transfers 11.6 (.1) (7.7) (1.9) (1.9) 1.5 (1.5) - ------- ------ ------ ------ ------ ------ ----- ------- Net increase (decrease) 2.1 13.0 .9 19.7 2.0 4.3 (1.1) 40.9 Net assets available for benefits: Beginning of year 296.7 56.1 82.2 74.3 35.1 13.7 8.7 566.8 ------- ------ ------ ------ ------ ------ ----- ------- End of year $298.8 $69.1 $83.1 $94.0 $37.1 $18.0 $7.6 $607.7 ======= ====== ====== ====== ====== ====== ===== ======= 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, 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. - 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 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. 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. Accounting Estimates - -------------------- The preparation of financial statements in conformity with generally accepted accounting principles 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. NOTE 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 - 6 - 7 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 5.52% to 14.40% and 5.17% to 9.75% for the years ended December 31, 1998 and 1997, respectively. The Fixed Income Fund had an average yield of 6.77% for 1998 and 6.71% for 1997. The Fixed Income Fund had seven contracts at December 31, 1998 and five contracts at December 31, 1997, representing 18.2% and 14.7% of the fund's net assets, respectively, that had interest rate reset provisions. These contracts were credited with interest rates ranging from 5.90% to 14.40% and from 6.07% to 9.75% for the years ended December 31, 1998 and 1997, respectively. Interest earned on investments in the Fixed Income Fund is reinvested in that fund. There were no individual investments at December 31, 1998 and 1997 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 1998 and 1997. 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 1998 and 1997, 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. - 7 - 8 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. 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, 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, 1998 and 1997, the Plan had a $462,590 and $23,198 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. - 8 - 9 NOTE F - FAIR VALUE OF INVESTMENTS Investments valued at fair value are as follows (dollars in millions except per share amounts): Fair Value -------------------- Shares Per Share Amount ------ --------- ------ December 31, 1998 - ----------------- State Street S&P 500 Flagship Fund* 335,126 $204.720 $68.6 Fidelity Puritan Fund* 4,107,668 20.070 82.5 Fidelity Magellan Fund* 770,655 120.820 93.1 Bethlehem Stock Fund* 4,278,815 8.375 35.8 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
* The investment funds identified represented 5% or more of the Plan's net assets for the applicable year ended December 31. NOTE G - 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. - 9 - 10 NOTE H - 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 determination letter. However, management believes the Plan is designed and operating in accordance with the Internal Revenue 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. NOTE I - TERMINATION OF THE PLAN Although it has not expressed an intention to do so, Bethlehem has the right 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 nonforfeitable. NOTE J - 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 14.40% beginning November 1, 1998, 9.75% for July 1, 1997 through October 31, 1997 and 6.35% for the first half of 1997. Therefore, the guaranteed value and accrued interest, as determined by the - 10 - 11 Rehabilitation Plan, is $10.3 million at December 31, 1998. 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. Accordingly, no provision for loss has been accrued for the MBL GAC, recorded at contract value, in the accompanying financial statements. - 11 - 12 SCHEDULE I EIN: 24-0526133 PN: 100 SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES ---------------------------------------------------- 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 Metropolitan Life Insurance Company GAC at variable rates with open ended $ 11,808,879 $ 11,808,879 maturity MBL Life Assurance Corporation WAC at variable rates maturing 06/01/99 10,332,322 10,332,322 Allstate Life Insurance Company GAC at 8.23% maturing 06/30/99, 12/31/99 8,936,406 8,936,406 Pacific Life Insurance Company GAC at 6.79% maturing 07/31/2000, 8,535,004 8,535,004 07/31/2001, 04/30/2002 J. P. Morgan & Company GAC at 7.06% maturing 12/15/99, 05/15/2001 8,366,344 8,366,344 Principal Life Insurance Company GAC at 8.09% maturing 06/30/99, 12/31/99 8,271,284 8,271,284 AIG Life Insurance Company GAC at 6.91% maturing 02/26/99, 08/31/2000, 8,241,648 8,241,648 11/30/2001 Transamerica Occidental Life GAC at variable rates maturing 05/15/2000, 8,201,745 8,201,745 Insurance Company 07/15/2003 Transamerica Occidental Life GAC at 7.00% maturing 04/30/99, 8,193,048 8,193,048 Insurance Company 04/28/2000, 01/31/2001, 04/30/2001 New York Life Insurance Company GAC at 6.22% maturing 05/15/2002 8,022,150 8,022,150 AIG Financial Products Corporation GAC at 6.6472% maturing 08/06/2001, 7,908,749 7,908,749 02/06/2002 GE Life Insurance Company GAC at 6.90% maturing 11/30/99, 12/29/2000, 7,770,166 7,770,166 06/29/2001, 03/29/2002, 06/28/2002 CDC Investment Management Corporation GAC at 5.90% maturing 08/31/2001, 11/30/2001, 7,034,164 7,034,164 02/28/2002, 05/31/2002, 08/30/2002 Metropolitan Life Insurance Company IPG Contract at variable rates 6,553,023 6,553,023 Transamerica Occidental Life GAC at 6.32% maturing 11/01/99, 6,476,328 6,476,328 Insurance Company 05/01/2000, 10/31/2000 Monumental Life Insurance Company GAC at 6.37% maturing 11/30/2000, 6,408,167 6,408,167 10/31/2001, 10/31/2002 GE Life Insurance Company GAC at 6.05% maturing 06/30/2000, 6,280,593 6,280,593 07/02/2001, 07/01/2002 Principal Life Insurance Company GAC at 6.18% maturing 12/31/2001, 6,204,176 6,204,176 12/31/2002 Protective Life Insurance Company GAC at 6.05% maturing 06/30/2000, 6,179,332 6,179,332 01/02/2001 Metropolitan Life Insurance Company GAC at 5.71% maturing 04/02/2001, 6,100,326 6,100,326 10/02/2001, 03/29/2002 Travelers Life and Annuity Company GAC at 5.52% maturing 01/31/2000, 6,040,767 6,040,767 02/29/2000, 02/28/2001
- 12 - 13 SCHEDULE I EIN: 24-0526133 PN: 100 SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES ---------------------------------------------------- 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 (cont'd) Principal Life Insurance Company GAC at 5.71% maturing 05/31/2001, 6,010,049 6,010,049 01/31/2002, 07/31/2002 Transamerica Occidental Life Insurance GAC at variable rates maturing 02/18/2000, 6,008,185 6,008,185 Company 08/18/2003 New York Life Insurance Company GAC at 6.02% maturing 05/15/2003 5,910,409 5,910,409 Monumental Life Insurance Company GAC at variable rates maturing 03/31/99, 5,897,946 5,897,946 12/31/99, 03/31/2000 Union Bank of Switzerland GAC at variable rates maturing 01/14/2000, 5,643,768 5,643,768 07/15/2002 Continental Assurance Company GAC at 7.16% maturing 08/31/99, 05/31/2000 5,149,215 5,149,215 CDC Investment Management Corporation GAC at 7.37% maturing 03/31/99 5,090,427 5,090,427 CDC Investment Management Corporation GAC at 6.415% maturing 11/15/2002 5,056,476 5,056,476 The Prudential Insurance Company GAC at 6.21% maturing 05/31/99, 10/29/99 4,858,544 4,858,544 John Hancock Mutual Life Insurance Company GAC at 6.80% maturing 10/02/2000, 4,622,091 4,622,091 10/01/2001 Principal Life Insurance Company GAC at 6.15% maturing 07/30/99, 07/31/2000 4,610,449 4,610,449 Principal Life Insurance Company GAC at 6.42% maturing 11/30/2001 4,568,865 4,568,865 The Prudential Insurance Company GAC at 6.83% maturing 09/30/99 4,546,714 4,546,714 of America First Allmerica Life Insurance Company GAC at 6.25% maturing 06/30/99 4,442,943 4,442,943 The Prudential Insurance Company GAC at 6.74% maturing 10/31/2000, 4,152,045 4,152,045 of America 10/31/2001 Transamerica Occidental Life Insurance GAC at 6.08% maturing 11/30/99, 3,686,317 3,686,317 Company 11/30/2000 New York Life Insurance Company GAC at 6.20% maturing 01/29/99 3,262,601 3,262,601 CDC Investment Management Corporation GAC at 8.14% maturing 03/31/99 3,250,000 3,250,000 Executive Life Insurance Company Annual installments from trusts 571,101 571,101 Trust Assets Total State Street Stable Fixed Income Fund * 249,202,766 249,202,766 State Street Bank and Trust Company * S&P 500 Flagship Fund 40,932,195 68,606,926 Fidelity Institutional Retirement Services Company Puritan Fund 67,353,106 82,440,897 Fidelity Institutional Retirement Services Company Magellan Fund 61,031,037 93,110,530 Bethlehem Steel Corporation Stock Fund - $1 par value 52,741,398 35,835,079 State Street Bank and Trust Company * Self-Managed Account 14,141,045 17,998,213
- 13 - 14 SCHEDULE I EIN: 24-0526133 PN: 100 SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES ---------------------------------------------------- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ----------------------------------------------- (a) (b) (c) (d) (e) Identity of issue Description of investment Cost Current Value ----------------- ------------------------- ------------- -------------- State Street Bank and Trust Company * Short-Term Investment Fund 51,589,911 51,589,911 Participant Loans ** Rates of 6.5% - 11.5% 0 7,806,303 Grand Total $ 536,991,458 $ 606,590,625 * 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.
- 14 - 15 SCHEDULE II EIN: 24-0526133 PN: 100 SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES ---------------------------------------------------- SCHEDULE OF REPORTABLE TRANSACTIONS ----------------------------------- (h) Current (f) value (i) Expense of asset Net (a) (c) (d) (e) incurred (g) on gain Identity of party (b) Purchase Selling Lease with Cost transaction or involved Description of asset price price Rental transaction of asset date (loss) ----------------- -------------------- ------------ ----------- ------ ------------- ----------- ------------ -------- State Street Bank and Stable Fixed Income Fund $45,198,656 $45,198,656 $45,198,656 and Trust Company State Street Bank Stable Fixed Income Fund $41,170,777 $41,170,777 $41,170,777 and Trust Company
- 15 - 16 [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, 1998 and 1997, and the changes in net assets available for benefits for the two years in the period ended December 31, 1998 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 conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules 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/ PricewaterhouseCoopers LLP June 25, 1999 - 16 - 17 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. 33-53895 and No. 33-57157) of Bethlehem Steel Corporation of our report dated June 25, 1999 relating to the financial statements of the Savings Plan for Salaried Employees of Bethlehem Steel Corporation and Subsidiary Companies, which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania June 25, 1999 - 17 - 18 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 29, 1999 - 18 - 19 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 29, 1999 - 19 - -----END PRIVACY-ENHANCED MESSAGE-----