-----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, FdfUYC10Qfitook6GF45Ty9IuVS4qiXLMqrhmAPbehIlSzeYH1+ujXK7frt+Cnq6 cLnqvlJIOdnmQZHKxg+MWg== 0000909518-02-000190.txt : 20020415 0000909518-02-000190.hdr.sgml : 20020415 ACCESSION NUMBER: 0000909518-02-000190 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020318 ITEM INFORMATION: FILED AS OF DATE: 20020318 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01941 FILM NUMBER: 02577527 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 8-K 1 a3-18beth8k.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------ Date of report (Date of earliest event reported): March 18, 2002 BETHLEHEM STEEL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-1941 24-0526133 (Commission File Number) (I.R.S. Employer Identification No.) 1170 Eighth Avenue Bethlehem, Pennsylvania 18016-7699 (Address of Principal Executive Offices) (Zip Code) 610-694-2424 (Registrant's Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) ================================================================================ Item 9. Regulation FD Disclosure. On October 15, 2001, Bethlehem Steel Corporation (the "Company") and twenty two of its wholly-owned subsidiaries (each, a "Debtor," and collectively, "Debtors") filed voluntary petitions under chapter 11 of title 11, United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Court") (Case Nos. 01-15288 (BRL) through 01-15302 (BRL) and 01-15308 (BRL) through 01-15315 (BRL)) (collectively, the "Bankruptcy Cases"). The Debtors remain in possession of their assets and properties, and continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On March 18, 2002, the Debtors filed with the Court their required consolidated Monthly Operating Statement for the month of February 2002 in a form prescribed by the office of the United States Trustee of the Department of Justice for the Southern District of New York. Exhibit 99.1 to this Current Report on Form 8-K contains the text of the Monthly Operating Statement required to be filed with the Court. The Company's informational filings with the Court, including the Monthly Operating Statement, are available to the public at the office of the Clerk of the Bankruptcy Court, Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408. The Monthly Operating Statement may be available electronically, for a fee, through the Court's Internet world wide web site, whose address is www.nysb.uscourts.gov (Case Nos. 01-15288 (BRL) through 01-15302 (BRL) and 01-15308 (BRL) through 01-15315 (BRL)). The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Statement, and it was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company or other Debtor, or any other affiliate of the Company. The Monthly Operating Statement was not audited and is in a format prescribed by the applicable bankruptcy laws. However, in the opinion of the Company's management's, the information reflects all adjustments necessary for a fair presentation of the results for the period presented in accordance with generally accepted accounting principles for interim financial statements. The Monthly Operating Statement should be read together with the audited consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2001 filed with the Securities and Exchange Commission. There can be no assurance that, from the perspective of an investor or potential investor in the Company's securities, the Monthly Operating Statement is complete. The Monthly Operating Statement also contains information for periods which are shorter or otherwise different from those required in the Company's reports pursuant to the Exchange Act of 1934, as amended. Certain statements in this report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated in such statements due to a number of factors, including changes arising from our 2 chapter 11 filing, changes in customer spending patterns and in demand for steel products. Due to material uncertainties, it is not possible to predict the length of time we will operate under chapter 11 protection, the outcome of the proceedings in general, whether we will continue to operate under our current organizational structure, or the effect of the proceedings on our businesses and the interests of various creditors and security holders. Additional factors that may affect our business and financial results are the effect of planned and unplanned outages on our operations; the potential impact of strikes or work stoppages at facilities of our customers and suppliers; the sensitivity of our results to relatively small changes in the prices we obtain for our products; intense competition due to excess global steel capacity, low-cost electric furnace facilities, unfairly-traded steel imports and substitute materials; the consolidation of many of our customers and suppliers; the high capital requirements associated with integrated steel facilities; the significant costs associated with environmental controls and remediation expenditures and the uncertainty of future environmental control requirements; availability and prices associated with raw materials, supplies, utilities and other services and items required by our operations; employment matters, including costs and uncertainties associated with our collective bargaining agreements, and employee postretirement obligations; the effect of possible future closure or exit of businesses; our highly leveraged capital structure and our ability to obtain new capital at reasonable costs and terms; financial difficulties encountered by joint venture partners; and the effect of existing and possible future lawsuits against us. The forward-looking statements included in this document are based on information available to us as of the date of this report, and we assume no obligation to update any of these statements. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 18, 2002 BETHLEHEM STEEL CORPORATION By: /s/ L. A. Arnett ------------------------------------------ L. A. Arnett Vice President and Controller 4 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Monthly Operating Statement filed with United States Bankruptcy Court - Southern District of New York. 5 EX-99.1 3 a3-18ex99_1.txt Exhibit 99.1 ------------ UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Chapter 11 In re: Bethlehem Steel Corporation, et al., Case No. 01-15288 (BRL) Debtors through 01-15302, 01-15308 through 01-15315 (BRL) MONTHLY OPERATING STATEMENT FOR THE PERIOD FEBRUARY 1 TO FEBRUARY 28, 2002 DEBTORS' ADDRESS: Bethlehem Steel Corporation 1170 Eighth Avenue Bethlehem, PA 18016 DISBURSEMENTS: February 1 to February 28, 2002 (millions): $284.1 (see attached schedule for disbursements by Debtor) DEBTORS' ATTORNEY: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Harvey R. Miller (HM 6078) Jeffrey L. Tanenbaum (JT 9797) George A. Davis (GD 2761) NET LOSS: February 1 to February 28, 2002 (millions): $44.0 REPORT PREPARER: Bethlehem Steel Corporation THIS OPERATING STATEMENT MUST BE SIGNED BY A REPRESENTATIVE OF THE DEBTOR The undersigned, having reviewed the attached report and being familiar with the Debtors' financial affairs, verifies under penalty of perjury, that the information contained herein is complete, accurate and truthful to the best of my knowledge. DATE: March 18, 2002 /s/ Lonnie A. Arnett ---------------------------- Lonnie A. Arnett Vice President, Controller and Chief Accounting Officer
Bethlehem Steel Corporation Case No. 01-15288 (BRL) through 01-015302, 01-15308 through 01-15315 (BRL) CONSOLIDATED STATEMENTS OF OPERATIONS (dollars and shares in millions, except per share data) February 28, 2002 -------------------------------------- One Month Two Months Ended (unaudited) (unaudited) ----------------- ----------------- Net Sales $ 254.9 $ 521.2 ----------------- ----------------- Costs and Expenses Cost of sales 264.1 538.3 Depreciation 19.2 39.9 Selling, administration and general expense 10.2 17.9 ----------------- ----------------- Total Costs and Expenses 293.5 596.1 ----------------- ----------------- Loss from Operations (38.6) (74.9) Reorganization Items (Note 2) (1.4) (2.7) Financing Expense - net (Note 2) (4.0) (8.3) ----------------- ----------------- Net Loss (44.0) (85.9) Dividend Requirements on Preferred and Preference Stock 3.3 6.6 ----------------- ----------------- Net Loss Applicable to Common Stock $ (47.3) $ (92.5) ================= ================= Net Loss per Common Share: Basic and Diluted $ (0.36) $ (0.71) Average Shares Outstanding: Basic and Diluted 130.9 130.9
The accompanying Notes are an integral part of the Consolidated Financial Statements. See Note 3 for Consolidated Statement of Operations for Debtors Only. Bethlehem Steel Corporation Case No. 01-15288 (BRL) through 01-015302, 01-15308 through 01-15315 (BRL) CONSOLIDATED BALANCE SHEET (dollars in millions)
February 28, 2002 (unaudited) ---------------- ASSETS Current Assets: Cash and cash equivalents $ 76.0 Receivables, less allowances 361.9 Inventories: Raw materials 225.3 Finished and semifinished 493.5 ---------------- Total Inventories 718.8 Other current assets 22.5 ---------------- Total Current Assets 1,179.2 Investments and Miscellaneous Assets 119.7 Property, Plant and Equipment, less accumulated depreciation of $4,401.7 2,658.2 Intangible Pension Asset 225.0 ---------------- Total Assets $ 4,182.1 ================ LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Accounts payable $ 152.7 Accrued employment costs 51.6 Secured debt and capital lease obligations - current 19.7 Other current liabilities 70.1 ---------------- Total Current Liabilities 294.1 Secured Debt and Capital Lease Obligations 132.9 Debtor-in-Possession Financing 206.1 Debt Secured by Inventory 289.9 Deferred Gain and Other Long-term Liabilities 144.1 Liabilities Subject to Compromise (Note 2) 4,881.1 Stockholders' Deficit: Preferred Stock 11.3 Preference Stock 2.0 Common Stock 135.8 Common Stock held in treasury at cost (65.9) Additional paid-in capital 1,908.6 Accumulated other comprehensive loss (833.0) Accumulated deficit (2,924.9) ---------------- Total Stockholders' Deficit (1,766.1) ---------------- Total Liabilities and Stockholders' Deficit $ 4,182.1 ================
The accompanying Notes are an integral part of the Consolidated Financial Statements. See Note 3 for Consolidated Statement of Operations for Debtors Only. Bethlehem Steel Corporation Case No. 01-15288 (BRL) through 01-015302, 01-15308 through 01-15315 (BRL) CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in millions)
February 28, 2002 ------------------------------------- Month Two Months Ended Ended (unaudited) (unaudited) ----------------- ----------------- Operating Activities: Net loss $ (44.0) $ (85.9) Adjustments for items not affecting cash from operating activities: Depreciation 19.2 39.9 Recognition of deferred gains (1.8) (3.6) Reorganization items 1.4 2.7 Other - net 1.5 3.7 Working capital (excluding financing and investing activities): Receivables 23.0 (11.5) Inventories 9.7 6.5 Accounts payable (9.5) (10.1) Other (4.3) 1.1 Funding postretirement benefits: Pension funding less than expense 12.1 24.2 Retiree healthcare and life insurance benefit payments less than expense 1.4 7.1 ----------------- ----------------- Cash Used For Operating Activities Before Reorganization Items 8.7 (25.9) ----------------- ----------------- Reorganization items (1.4) (2.7) ----------------- ----------------- Cash Used For Operating Activities 7.3 (28.6) ----------------- ----------------- Investing Activities: Capital expenditures (6.0) (10.9) Cash proceeds from asset sales 0.7 16.3 ----------------- ----------------- Cash Provided From Investing Activities (5.3) 5.4 ----------------- ----------------- Financing Activities: Borrowings 0.4 0.5 Debt and capital lease payments (0.5) (1.2) Other payments (3.3) (4.1) ----------------- ----------------- Cash Used For Financing Activities (3.4) (4.8) ----------------- ----------------- Net Decrease in Cash and Cash Equivalents (1.4) (28.0) Cash and Cash Equivalents - Beginning of Period 77.4 104.0 ----------------- ----------------- - End of Period $ 76.0 $ 76.0 ================= ================= Supplemental Cash Payment Information: Interest, net of amount capitalized $ 1.0 $ 4.5 Capital lease obligations incurred - 1.9 Liquidity at Month End $ 259.5 $ 259.5
The accompanying Notes are an integral part of the Consolidated Financial Statements. Bethlehem Steel Corporation Case No. 01-15288 (BRL) through 01-015302, 01-15308 through 01-15315 (BRL) NOTES TO FEBRUARY 28, 2002 CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. The 2002 Consolidated Financial Statements are unaudited and should be read together with the audited financial statements in Bethlehem's Annual Report on Form 10-K for the year ended December 31, 2001 on file with the Securities and Exchange Commission. 2. Liabilities subject to compromise (in millions) at February 28, 2002 follows: Other postemployment benefits $ 2,014.0 Pension 1,648.2 Unsecured debt 526.7 Accounts payable 208.1 Accrued employment costs 249.0 Other accrued liabilities 157.6 Accrued taxes and interest 77.5 ---------------- Total $ 4,881.1 ================ Net costs resulting from reorganization of the businesses have been reported in the statement of operations separately as reorganization items. For the month and two-month periods ended February 28, 2002, the following have been incurred (in millions): Month Ended Two Months Ended ---------------- --------------- Professional fees $ 1.4 $ 2.7 Other administrative fees 0.1 0.2 Interest income (0.1) (0.2) ---------------- --------------- Total $ 1.4 $ 2.7 ================ =============== Under bankruptcy law, the Debtors are not permitted to make scheduled principal and interest payments on secured debt, unless specifically ordered as adequate protection by the Court. Interest on unsecured debt that was not charged to earnings for the period from January 1 to February 28, 2002 was approximately $7 million. 3. Summarized consolidated Statement of Operations and Balance Sheet (in millions) for the Debtors only follows: Summarized Consolidated Statement of Operations Two Months Ended February 28, 2002 ---------------- Net Sales $ 517.2 Costs and Expenses 592.1 ---------------- Loss from Operations (74.9) Reorganization Items (2.7) Financing Income (Expense) - Net (8.3) Equity in Income of Unconsolidated Subsidiaries - ---------------- Net Loss (85.9) Dividend Requirements on Preferred and Preference Stock 6.6 ---------------- Net Loss Applicable to Common Stock $ (92.5) ================ Summarized Consolidated Balance Sheet February 28, 2002 ---------------- Assets Current Assets: Cash and cash equivalents $ 69.8 Receivables, less allowances 356.5 Inventories 692.5 Other current assets 21.6 ---------------- Total Current Assets 1,140.4 Investments and miscellaneous assets 141.6 Property, plant and equipment, less accumulated depreciation of $4,139.7 2,597.4 Intangible pension asset 225.0 ---------------- Total Assets $ 4,104.4 ================ Liabilities and Stockholders' Deficit Current Liabilities: Accounts payable $ 142.6 Accrued employment costs 40.5 Secured debt and capital lease obligations - current 19.7 Other current liabilities 56.3 ---------------- Total Current Liabilities 259.1 Secured Debt and Capital Lease Obligations 132.9 Debtor-in-Possession Financing 206.1 Debt Secured by Inventory 289.9 Deferred Gains and Other Long-Term Liabilities 101.4 Liabiliites Subject to Compromise 4,881.1 Total Stockholders' Deficit (1,766.1) ---------------- Total Liabilities and Stockholders' Deficit $ 4,104.4 ================ Bethlehem Steel Corporation Case No. 01-15288 (BRL) through 01-015302, 01-15308 through 01-15315 (BRL) Post petition salaries and wages, including employee withholdings and employer related payroll taxes, have been paid in the ordinary course of business. Other post petition taxes, including those for sales and use taxes, property taxes and other taxes have been paid in the ordinary course of business. All insurance policy premiums due, including those for workers compensation and disability insurance have been paid. Accordingly, all such policies remain in force. Details for the above transactions will be provided to U.S. Trustee upon request. BETHLEHEM STEEL CORPORATION Case No. 01-15288 (BRL) through 01-015302, 01-15308 through 01-15315 (BRL) Monthly Operating Report Schedule of Disbursements
Month Ended Two Months Ended (dollars in thousands) February 28, 2002 February 28, 2002 ----------------------- ------------------------ Bethlehem Steel Corporation $282,189 $578,185 Alliance Coating Company, LLC 795 1,752 BethEnergy Mines Inc. 248 459 Bethlehem Cold Rold Corporation 0 0 Bethlehem Development Corporation 0 0 Bethlehem Rail Corporation 5 12 Bethlehem Steel de Mexico, S.A. de C.V. 56 115 Bethlehem Steel Export Company of Canada, Limited 0 0 Bethlehem Steel Export Corporation 0 0 BethPlan Corp. 0 0 Chicago Cold Rolling, L.L.C. 617 1,168 Eagle Nest Inc. 0 0 Encoat North Arlington, Inc. 30 63 Energy Coatings Company 0 0 Greenwood Mining Corporation 0 0 HPM Corporation 0 0 Kenacre Land Corporation 0 0 LI Service Company 107 213 Marmoraton Mining Company, Ltd. 7 12 Mississippi Coatings Limited Corporation 0 0 Mississippi Coatings Line Corporation 0 0 Ohio Steel Service Company, LLC 0 0 Primeacre Land Corporation 11 22 ----------------------- ------------------------ $284,065 $582,001
Note: Inter-company disbursements are excluded from this schedule. BETHLEHEM STEEL CORPORATION, et al. Case No. 01-15288 (BRL) through 01-015302, 01-15308 through 01-15315 (BRL) Monthly Operating Report - December, 2001 Schedule of Disbursements Amended - March 6, 2002
Period Ended October 15 - Month Ended October 15 - (dollars in thousands) November 30, 2001 December 31, 2001 December 31, 2001 ---------------------- ----------------------- ----------------------- Bethlehem Steel Corporation $301,222 $282,326 $583,548 Alliance Coating Company, LLC 2,056 999 3,055 BethEnergy Mines Inc. 318 144 462 Bethlehem Cold Rold Corporation 0 0 0 Bethlehem Development Corporation 0 0 0 Bethlehem Rail Corporation 0 6 6 Bethlehem Steel de Mexico, S.A. de C.V. 47 37 84 Bethlehem Steel Export Company of Canada, Limited 0 0 0 Bethlehem Steel Export Corporation 0 0 0 BethPlan Corp. 0 0 0 Chicago Cold Rolling, L.L.C. 641 1,067 1,708 Eagle Nest Inc. 0 0 0 Encoat North Arlington, Inc. 0 0 0 Energy Coatings Company 0 0 0 Greenwood Mining Corporation 0 0 0 HPM Corporation 0 0 0 Kenacre Land Corporation 0 0 0 LI Service Company 125 75 200 Marmoraton Mining Company, Ltd. 0 10 10 Mississippi Coatings Limited Corporation 2,568 0 2,568 Mississippi Coatings Line Corporation 52 0 52 Ohio Steel Service Company, LLC 0 0 0 Primeacre Land Corporation 21 12 33 ---------------------- ----------------------- ----------------------- $307,050 $284,676 $591,726
Note: Disbursements between the companies are excluded for the purposes of this schedule. -----END PRIVACY-ENHANCED MESSAGE-----