-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, OPraUiIiCkmU5X9kQS7tNddFO/O7ibqQ4LBFr61aJCCTIfhLSM0PGvMojsbNJisM MSS7aOq2FGHbNZ8mQoARkQ== 0000893220-95-000116.txt : 19950615 0000893220-95-000116.hdr.sgml : 19950615 ACCESSION NUMBER: 0000893220-95-000116 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950310 EFFECTIVENESS DATE: 19950329 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BETHLEHEM STEEL CORP /DE/ CENTRAL INDEX KEY: 0000011860 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 240526133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58019 FILM NUMBER: 95519747 BUSINESS ADDRESS: STREET 1: 1170 EIGHTH AVE CITY: BETHLEHEM STATE: PA ZIP: 18016 BUSINESS PHONE: 2156942424 S-8 1 FORM S-8, BETHLEHEM STEEL CORPORATION 1 As filed with the Securities and Exchange Commission on March 10, 1995 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 AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) FEE - -------------------------------------------------------------------------------------------------------------- Common Stock . . . . . . 2,500,000 shares (2) $15.00 $37,500,000.00 $12,931.03 - -------------------------------------------------------------------------------------------------------------- Preference Stock 2,500,000 rights N/A N/A N/A Purchase Rights (3) . . ==============================================================================================================
(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 ($15.00 per share) of the Registrant's Common Stock on the New York Stock Exchange Composite Tape on March 8, 1995. (2) The 2,500,000 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, 1999, based on an average cost of $16.00 per share for such Common Stock for the period January 1, 1990 through December 31, 1994. (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. ------------------------- 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents heretofore filed with the Commission by Bethlehem (File No. 1-1941) and 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, 1993. 2. The Plan's Annual Report on Form 11-K for the year ended December 31, 1993. 3. Bethlehem's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994, June 30, 1994 and September 30, 1994. 4. Bethlehem's Current Report on Form 8-K dated April 27, 1994. 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 4, 1988, relating to Bethlehem's Preference Stock Purchase Rights. 7. Registration Statement Nos. 2-71699, 2-53880 and 2-90795, 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 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. 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. Section 145 of the General Corporation Law of the State of Delaware: (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. 2 3 Article IX of Bethlehem's By-laws requires Bethlehem to indemnify its directors and officers to the maximum extent permitted by the General Corporation Law of the State of Delaware. Article Eighth of Bethlehem's Second Restated Certificate of Incorporation also provides that Bethlehem may indemnify and advance expenses to its directors, officers, employees or agents to the fullest extent permitted by applicable law. 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 indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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. 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 General Corporation Law of the State of Delaware 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 improper payment of dividends, or (iv) for any transaction from which the director receives an improper personal benefit. Bethlehem's Second Restated Certificate of Incorporation includes such a provision in Article Ninth thereof. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. 3 4 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 of 1933; (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 Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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. 4 5 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 8TH DAY OF MARCH, 1995. 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 March 8, 1995 ---------------------------- Chief Executive Officer CURTIS H. BARNETTE (principal executive officer) /s/ Gary L. Millenbruch Director, Executive Vice March 8, 1995 ---------------------------- President and Treasurer GARY L. MILLENBRUCH (principal financial officer) /s/ Lonnie A. Arnett Vice President and March 8, 1995 ---------------------------- Controller (principal LONNIE A. ARNETT accounting officer) * Director March 8, 1995 ---------------------------- BENJAMIN R. CIVILETTI * Director March 8, 1995 ---------------------------- WORLEY H. CLARK * Director March 8, 1995 ---------------------------- HERMAN E. COLLIER, JR. * Director March 8, 1995 ---------------------------- JOHN B. CURCIO
5 6
SIGNATURES TITLE DATE ---------- ----- ---- * Director March 8, 1995 ---------------------------- WILLIAM C. HITTINGER * Director March 8, 1995 ---------------------------- THOMAS L. HOLTON * Director March 8, 1995 ---------------------------- LEWIS B. KADEN * Director March 8, 1995 ---------------------------- HARRY P. KAMEN * Director March 8, 1995 ---------------------------- WINTHROP KNOWLTON * Director March 8, 1995 ---------------------------- ROBERT MCCLEMENTS, JR. * Director March 8, 1995 ---------------------------- ROGER P. PENNY * Director March 8, 1995 ---------------------------- DEAN P. PHYPERS * Director March 8, 1995 ---------------------------- WILLIAM A. POGUE * Director March 8, 1995 ---------------------------- JOHN F. RUFFLE By /s/ Lonnie A. Arnett -------------------------- LONNIE A. ARNETT (Attorney-in-Fact)
6 7 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 8th day of March, 1995. SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES /s/ J. A. Jordan, Jr. --------------------------------------- J. A. Jordan, Jr. Chairman, Employee Benefits Administration Committee 7 8 EXHIBIT INDEX
EXHIBIT PAGE NUMBER DESCRIPTION NUMBER - ------ ----------- ------ 4(a) Second Restated Certificate of Incorporation (Incorporated by reference from Exhibit 28 to Bethlehem's quarterly report on Form 10-Q for the quarter ended March 31, 1994) 4(b) By-laws of Bethlehem Steel Corporation, as amended October 1, 1988 (Incorporated by reference from Exhibit 3 to Bethlehem's quarterly report on Form 10-Q for the quarter ended September 30, 1988) 4(c) Rights Agreement, dated as of September 28, 1988, between Bethlehem Steel Corporation and Morgan Shareholder Services Trust Company (Incorporated by reference from Exhibit 1,2 to Bethlehem's Application for Registration of Certain Classes of Securities on Form 8-A) 4(d) 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 Price Waterhouse LLP 24 Power of Attorney
EX-5 2 CONSENT OF WILLIAM H. GRAHAM, ESQ. 1 EXHIBIT 5 Bethlehem Steel Corporation March 8, 1995 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 2,500,000 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 1 EXHIBIT 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 26, 1994 which appears on page 30 of the 1993 Annual Report to Stockholders of Bethlehem Steel Corporation, which is incorporated by reference in Bethlehem Steel Corporation's Annual Report on Form 10-K for the year ended December 31, 1993, as amended. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page F-1 of such Annual Report on Form 10-K. /s/ Price Waterhouse LLP 1177 Avenue of the Americas New York, NY 10036 March 8, 1995 EX-24 4 POWER OF ATTORNEY 1 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 true and lawful attorney-in-fact and agent, with full and several power of substitution, for him and in his 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 and 2-90795) 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 8th day of March, 1995. /s/ Curtis H. Barnette /s/ Gary L. Millenbruch Curtis H. Barnette Gary L. Millenbruch Chairman, Chief Executive Officer Executive Vice President, Treasurer (principal executive officer) (principal financial officer) and Director and Director 2 /s/ Lonnie A. Arnett /s/ Harry P. Kamen Lonnie A. Arnett Harry P. Kamen, Director Vice President and Controller (principal accounting officer) /s/ Benjamin R. Civiletti /s/ Winthrop Knowlton Benjamin R. Civiletti, Director Winthrop Knowlton, Director /s/ Worley H. Clark /s/ Robert McClements, Jr. Worley H. Clark, Director Robert McClements, Jr., Director /s/ Herman E. Collier, Jr. /s/ Roger P. Penny Herman E. Collier, Jr., Director Roger P. Penny, Director /s/ John B. Curcio /s/ Dean P. Phypers John B. Curcio, Director Dean P. Phypers, Director /s/ William C. Hittinger /s/ William A. Pogue William C. Hittinger, Director William A. Pogue, Director /s/ Thomas L. Holton /s/ John F. Ruffle Thomas L. Holton, Director John F. Ruffle, Director /s/ Lewis B. Kaden Lewis B. Kaden, Director -----END PRIVACY-ENHANCED MESSAGE-----