-----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, KP8kN08dFGq4eOeX3eRe33mb0+gKNPDdW4pPWNSNrBXTbysVVWXgd0ddPKPOlWK1 Uq8GwLsoQAP0a3xTagVN/w== 0000011860-99-000046.txt : 19991203 0000011860-99-000046.hdr.sgml : 19991203 ACCESSION NUMBER: 0000011860-99-000046 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991202 EFFECTIVENESS DATE: 19991202 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: S-8 SEC ACT: SEC FILE NUMBER: 333-91941 FILM NUMBER: 99767624 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 S-8 1 FORM S-8, BETHLEHEM STEEL CORPORATION As filed with the Securities and Exchange Commission on December 2, 1999 Registration No. 33- ======================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 BETHLEHEM STEEL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 24-0526133 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1170 Eighth Avenue Bethlehem, Pennsylvania 18016-7699 (610) 694-2424 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES (Full title of the plan) WILLIAM H. GRAHAM, ESQ. Bethlehem Steel Corporation 2018 Martin Tower 1170 Eighth Avenue Bethlehem, PA 18016-7699 (610) 694-7430 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
============================================================================== Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to to be price per offering registration be registered Registered unit (1) price (1) fee ============= ============== ========= =========== ============ Common Stock 8,000,000 shares (2) $6.09 $48,720,000 $13,544.16 Preference Stock Purchase Rights (3) 8,000,000 rights N/A N/A N/A ==============================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933 on the basis of the high and low prices ($6.09 per share) of the Registrant's Common Stock on the New York Stock Exchange Composite Tape on November 26, 1999. (2) The 8,000,000 shares of Bethlehem Common Stock registered represent the estimated number of shares that will be purchased for the Plan with employee contributions and related Company contributions through December 31, 2004, based on an average cost of $10.00 per share for such Common Stock for the period January 1, 1995 through December 31, 1999. (3) Rights are evidenced by certificates for shares of the Common Stock and automatically trade with such Common Stock. The value attributable to such Rights, if any, is reflected in the market price of the Common Stock. ---------- In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. ---------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents heretofore filed with the Securities and Exchange Commission (the "Commission") by Bethlehem Steel Corporation ("Bethlehem") (File No. 1-1941) and the Savings Plan for Salaried Employees of Bethlehem Steel Corporation and Subsidiary Companies (the "Plan") (File No. 1-2516) are incorporated by reference in this registration statement: 1. Bethlehem's Annual Report on Form 10-K for the year ended December 31, 1998. 2. The Plan's Annual Report on Form 11-K for the year ended December 31, 1998. 3. Bethlehem's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999. 4. Bethlehem's Current Report on Form 8-K dated March 19, 1999. 5. The description of Bethlehem's Common Stock set forth in Article Fourth of Bethlehem's Second Restated Certificate of Incorporation. 6. Bethlehem's Registration Statement on Form 8-A dated October 7, 1998, as amended by Form 8-A/A dated March 17, 1999, relating to Bethlehem's Preference Stock Purchase Rights. 7. Registration Statement Nos. 2-71699, 2-53880, 2-90795 and 33-50189 including all post-effective amendments thereto. All documents filed by Bethlehem or the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. Not applicable. 2 3 Item 5. Interests of Named Experts and Counsel. The validity of the shares of Common Stock to be issued pursuant to the Plan will be passed upon for Bethlehem by William H. Graham, Esq., General Counsel of Bethlehem. Mr. Graham is paid a salary by Bethlehem and participates in various employee benefit plans offered to officers and employees of Bethlehem generally. Item 6. Indemnification of Directors and Officers. The following discussion is a summary of certain provisions relating to indemnification of officers and directors pursuant to the Bethlehem Second Restated Certificate of Incorporation, Bethlehem By-laws, Bethlehem's Indemnification Assurance Agreements and the General Corporation Law of the State of Delaware (the "DGCL"). Reference is made to, and this summary is qualified in its entirety by, such Second Restated Certificate of Incorporation, By-laws, Indemnification Assurance Agreements and the DGCL. Section 145 of the DGCL: (i) gives Delaware corporations broad powers to indemnify their present and former directors and officers and those of affiliated corporations against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with threatened, pending or completed actions, suits or proceedings to which they are parties or are threatened to be made parties by reason of being or having been such directors or officers, subject to specified conditions and exclusions; (ii) gives a director or officer who successfully defends an action the right to be so indemnified; and (iii) permits a corporation to buy directors' and officers' liability insurance. Such indemnification is not exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or otherwise. It is and has been Bethlehem's policy to indemnify its officers and directors against any costs, expenses and other liabilities to which they may become subject by reason of their service to Bethlehem, and to insure its directors and officers against such liabilities, as and to the extent permitted by applicable law and in accordance with the principles of good corporate governance. In this regard, Article IX of Bethlehem's By-laws requires Bethlehem to indemnify its directors and officers to the maximum extent permitted by the DGCL. Pursuant to this policy, Bethlehem has entered into individual Indemnification Assurance Agreements with each of its directors and executive officers pursuant to which Bethlehem has agreed to indemnify each of its directors and executive officers to the full extent provided by applicable law and the By-laws of Bethlehem as currently in effect. In addition, Bethlehem has established in connection with its indemnification policy an irrevocable letter of credit in an aggregate amount of $5 million to assure payment to each director and executive officer of any amounts to which they may become entitled as indemnification pursuant to the By-laws in the event that, for any reason, Bethlehem shall not pay to them any such amounts. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") may be permitted to directors, officers or persons controlling Bethlehem pursuant to the foregoing provisions, Bethlehem has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and therefore unenforceable. 3 4 Bethlehem maintains insurance policies insuring its directors and officers against certain losses incurred by them as a result of claims based upon their actions or statements (including omissions to act or to make statements) as directors and officers. The aggregate amount payable for individual directors and officers under such policies in any policy year is limited to $75 million. After certain deductibles, Bethlehem is entitled to reimbursement of up to $50 million under such policies in connection with its indemnification of directors and officers. Bethlehem also maintains an insurance policy insuring those individuals who are fiduciaries, as defined by the Employee Retirement Income Security Act of 1974, under certain employee benefit plans of Bethlehem and its subsidiaries against certain losses incurred by them as a result of claims based on their responsibilities, obligations and duties under such Act. This fiduciary policy is subject to certain deductibles and has an annual aggregate limit of $30 million. Section 102(b)(7) of the DGCL permits a Delaware corporation to include in its certificate of incorporation a provision eliminating the potential monetary liability of a director to the corporation or its stockholders for breach of fiduciary duty as a director, provided that such provision shall not eliminate the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payment of dividends or unlawful stock purchase or redemption, or (iv) for any transaction from which the director receives an improper personal benefit. Article Ninth of Bethlehem's Second Restated Certificate of Incorporation includes such a provision. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; 4 5 (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethlehem and Commonwealth of Pennsylvania, on this 2nd day of December, 1999. BETHLEHEM STEEL CORPORATION Registrant By /s/ Curtis H. Barnette ------------------------------------ Curtis H. Barnette Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signatures Title Date ========== ===== ==== /s/ Curtis H. Barnette Director, Chairman and December 2, 1999 - ----------------------- Chief Executive Officer Curtis H. Barnette (principal executive officer) /s/ Gary L. Millenbruch Director, Vice Chairman and December 2, 1999 - ----------------------- Chief Financial Officer Gary L. Millenbruch (principal financial officer) /s/ Lonnie A. Arnett Vice President and December 2, 1999 - ----------------------- Controller (principal Lonnie A. Arnett accounting officer) * Director December 2, 1999 - ----------------------- Benjamin R. Civiletti * Director December 2, 1999 - ----------------------- Worley H. Clark * Director December 2, 1999 - ----------------------- John B. Curcio
6 7
Signatures Title Date ========== ===== ==== * Director December 2, 1999 - ------------------------ Duane R. Dunham * Director December 2, 1999 - ------------------------ Lewis B. Kaden * Director December 2, 1999 - ------------------------ Harry P. Kamen * Director December 2, 1999 - ------------------------ William M. Landuyt * Director December 2, 1999 - ------------------------ Robert McClements, Jr. * Director December 2, 1999 - ------------------------ Roger P. Penny * Director December 2, 1999 - ------------------------ Shirley D. Peterson * Director December 2, 1999 - ------------------------ Dean P. Phypers * Director December 2, 1999 - ------------------------ John F. Ruffle By /s/ Lonnie A. Arnett - ------------------------ Lonnie A. Arnett (Attorney-in-Fact)
7 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Savings Plan for Salaried Employees of Bethlehem Steel Corporation and Subsidiary Companies has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethlehem and Commonwealth of Pennsylvania, on this 2nd day of December, 1999. SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES /s/ A. E. Moffitt, Jr. ----------------------------------- A. E. Moffitt, Jr. Chairman, Employee Benefits Administration Committee 8 9 EXHIBIT INDEX
Exhibit Page Number Description Number ======= =========== ====== 4(a) Second Restated Certificate of Incorporation (Incorporated by reference from Exhibit 3(a) to Bethlehem's annual report on Form 10-K for the year ended December 31, 1998). 4(b) By-laws of Bethlehem Steel Corporation, as amended October 1, 1999 (Incorporated by reference from Exhibit 4 to Bethlehem's quarterly report on Form 10-Q for the quarter ended September 30, 1999). 4(c) Rights Agreement, dated as of July 29, 1998, between Bethlehem Steel Corporation and First Chicago Trust Company of New York (Incorporated by reference from Bethlehem's Report on Form 8-K filed August 5, 1998). 4(d) Amendment No. 1 to the Rights Agreement, dated as of March 17, 1999, between Bethlehem Steel Corporation and First Chicago Trust Company of New York (Incorporated by reference from Bethlehem's Amended Registration Statement on Form 8-A/A filed March 19, 1999). 4(e) Form of Common Stock Certificate (Incorporated by reference from Exhibit 4(e) to Bethlehem's Registration Statement on Form S-3 (No. 33-48697)) 5 Opinion of William H. Graham, Esq. 23(a) Consent of William H. Graham, Esq. (included in Exhibit 5) 23(b) Consent of PricewaterhouseCoopers LLP 24 Power of Attorney
EX-5 2 OPINION OF WILLIAM H. GRAHAM, ESQ. 10 Exhibit 5 [Letterhead of Bethlehem Steel Corporation] December 2, 1999 Board of Directors Bethlehem Steel Corporation Bethlehem, PA 18016-7699 I am General Counsel of Bethlehem Steel Corporation, a Delaware corporation ("Bethlehem"). In that capacity, I have reviewed the Registration Statement on Form S-8 (the "Registration Statement") dated as of the date of this opinion and to be filed by Bethlehem with the Securities and Exchange Commission with respect to offers and sales by Bethlehem of up to 8,000,000 shares of Bethlehem Common Stock, par value $1 per share ("Common Stock"), under the Savings Plan for Salaried Employees of Bethlehem Steel Corporation and Subsidiary Companies (the "Plan"). As General Counsel, I am familiar with Bethlehem's Second Restated Certificate of Incorporation and its By-laws, as amended. I have also examined such other documents, corporate records and instruments as I have deemed necessary or appropriate for the purposes of this opinion. Based upon the foregoing, I am of the opinion that any shares of Common Stock reserved for issuance under the Plan will, when issued in accordance with the terms of the Plan, be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5 to the Registration Statement. Very truly yours, /s/ William H. Graham _____________________ William H. Graham General Counsel EX-23.B 3 CONSENT OF PRICE WATERHOUSE 11 Exhibit 23(b) [Letterhead of PricewaterhouseCoopers LLP] CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 27, 1999 relating to the financial statements, which appears in the 1998 Annual Report to Stockholders of Bethlehem Steel Corporation, which is incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the incorporation by reference of our report dated January 27, 1999 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the incorporation by reference in this Registration Statement of our report dated June 25, 1999 relating to the financial statements, which appears in 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, 1998. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP New York, New York December 2, 1999 EX-24 4 POWER OF ATTORNEY 12 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and officers of Bethlehem Steel Corporation, a Delaware corporation ("Bethlehem"), hereby constitutes and appoints Curtis H. Barnette, Gary L. Millenbruch, and Lonnie A. Arnett, and each of them, with full power to act without the others, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the following: (i) a Registration Statement on Form S-8 for the registration under the Securities Act of 1933, as amended, of additional shares of Common Stock of Bethlehem, par value one dollar ($1) per share, to be offered or sold pursuant to the Savings Plan for Salaried Employees of Bethlehem Steel Corporation and Subsidiary Companies and any and all amendments thereto; and (ii) any and all amendments (including post-effective amendments) to the Registration Statements (Nos. 2-53880, 2-71699, 2-90795 and 33-58019) relating to the Savings Plan for Salaried Employees of Bethlehem Steel Corporation and Subsidiary Companies; with power where appropriate to affix the corporate seal of Bethlehem thereto and to attest said seal, and to file, or cause to be filed, the same with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each of the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 27th day of October, 1999. /s/ Curtis H. Barnette /s/ Gary L. Millenbruch - -------------------------------- ------------------------------ Curtis H. Barnette Gary L. Millenbruch Chairman, Chief Executive Officer Vice Chairman (principal executive officer) (principal financial officer) and Director and Director 13 /s/ Lonnie A. Arnett /s/ William M. Landuyt - -------------------------------- ------------------------------ Lonnie A. Arnett William M. Landuyt, Director Vice President and Controller (principal accounting officer) /s/ Benjamin R. Civiletti /s/ Robert McClements, Jr. - -------------------------------- ------------------------------ Benjamin R. Civiletti, Director Robert McClements, Jr., Director /s/ Worley H. Clark /s/ Roger P. Penny - -------------------------------- ------------------------------ Worley H. Clark, Director Roger P. Penny, Director /s/ John B. Curcio /s/ Shirley D. Peterson - -------------------------------- ------------------------------ John B. Curcio, Director Shirley D. Peterson, Director /s/ Duane R. Dunham /s/ Dean P. Phypers - -------------------------------- ------------------------------ Duane R. Dunham, Director Dean P. Phypers, Director /s/ Lewis B. Kaden /s/ John F. Ruffle - -------------------------------- ------------------------------ Lewis B. Kaden, Director John F. Ruffle, Director /s/ Harry P. Kamen - -------------------------------- Harry P. Kamen, Director
-----END PRIVACY-ENHANCED MESSAGE-----