-----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, G+Y1AzE+qS3hkRqmIphgjwSkXRP+ECgQQy/AqvElhk8DJFM9V52pBBNk45kFfyVR azftSbJVvvUYrrjaY2PUDw== 0000909518-02-000278.txt : 20020416 0000909518-02-000278.hdr.sgml : 20020416 ACCESSION NUMBER: 0000909518-02-000278 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020416 ITEM INFORMATION: FILED AS OF DATE: 20020416 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: 02612874 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 a4-16bethmor8k.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): April 16, 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 April 16, 2002, the Debtors filed with the Court their required consolidated Monthly Operating Statement for the month of March 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, 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. 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, whether there will be a major steel industry consolidation effort, the effect of the chapter 11 cases on Bethlehem's businesses, including customer and supplier reactions and the interests of various creditors and security holders. Additional factors that may affect our business and financial results are changes in customer spending patterns, supplier choices and demand for steel products; 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, imports (especially unfairly-traded 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, prices and terms associated with raw materials, supplies, utilities and other services and items required by Bethlehem's 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: April 16, 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 ex99_1mor.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 MARCH 1 TO MARCH 31, 2002 DEBTORS' ADDRESS: Bethlehem Steel Corporation 1170 Eighth Avenue Bethlehem, PA 18016 DISBURSEMENTS: March 1 to March 31, 2002 (millions): $288.7 (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: March 1 to March 31, 2002 (millions): $11.4 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: April 16, 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 in millions)
March 31, 2002 --------------------------------------- One Month Three Months Ended (unaudited) (unaudited) ----------------- ------------------ Net Sales $ 282.6 $ 803.8 ----------------- ----------------- Costs and Expenses Cost of sales 273.2 811.5 Depreciation 20.6 60.5 Selling, administration and general expense 7.2 25.1 ----------------- ----------------- Total Costs and Expenses 301.0 897.1 ----------------- ----------------- Loss from Operations (18.4) (93.3) Reorganization Items (Note 2) 0.6 (2.1) Financing Expense - net (Note 3) (3.9) (12.2) ----------------- ----------------- Loss before Income Taxes (21.7) (107.6) Benefit from Income Taxes (Note 4) 10.3 10.3 ----------------- ----------------- Net Loss (11.4) (97.3) Dividend Requirements on Preferred and Preference Stock 3.3 9.9 ----------------- ----------------- Net Loss Applicable to Common Stock $ (14.7) $ (107.2) ================= ================= Net Loss per Common Share: Basic and Diluted $ (0.11) $ (0.82) Average Shares Outstanding: Basic and Diluted 131.0 130.9
The accompanying Notes are an integral part of the Consolidated Financial Statements. See Note 6 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)
March 31, 2002 (unaudited) ---------------- ASSETS Current Assets: Cash and cash equivalents $ 76.0 Receivables, less allowances 370.5 Inventories: Raw materials 214.0 Finished and semifinished 508.2 ---------------- Total Inventories 722.2 Other current assets 20.9 ---------------- Total Current Assets 1,189.6 Investments and Miscellaneous Assets 119.5 Property, Plant and Equipment, less accumulated depreciation of $4,421.1 2,639.5 Intangible Pension Asset 225.0 ---------------- Total Assets $ 4,173.6 ================ LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Accounts payable $ 155.3 Accrued employment costs 63.0 Secured debt and capital lease obligations - current 19.7 Other current liabilities 70.1 ---------------- Total Current Liabilities 308.1 Secured Debt and Capital Lease Obligations 131.4 Debtor-in-Possession Financing 190.7 Debt Secured by Inventory 289.9 Deferred Gain and Other Long-term Liabilities 142.2 Liabilities Subject to Compromise (Note 5) 4,888.6 Stockholders' Deficit: Preferred Stock 11.3 Preference Stock 2.0 Common Stock 135.9 Common Stock held in treasury at cost (65.9) Additional paid-in capital 1,908.7 Accumulated other comprehensive loss (833.0) Accumulated deficit (2,936.3) ---------------- Total Stockholders' Deficit (1,777.3) ---------------- Total Liabilities and Stockholders' Deficit $ 4,173.6 ================
The accompanying Notes are an integral part of the Consolidated Financial Statements. See Note 6 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)
March 31, 2002 --------------------------------------- Month Three Months Ended Ended (unaudited) (unaudited) ----------------- ----------------- Operating Activities: Net loss $ (11.4) $ (97.3) Adjustments for items not affecting cash from operating activities: Depreciation 20.6 60.5 Recognition of deferred gains (2.0) (5.6) Reorganization items (0.6) 2.1 Other - net 1.2 4.9 Working capital (excluding financing and investing activities): Receivables (8.5) (20.0) Inventories (3.4) 3.1 Accounts payable 0.3 (9.8) Other 9.6 10.7 Funding postretirement benefits: Pension funding less than expense 11.4 35.6 Retiree healthcare and life insurance benefit payments less than expense 7.0 14.1 ----------------- ----------------- Cash Provided By (Used For) Operating Activities Before Reorganization Items 24.2 (1.7) ----------------- ----------------- Reorganization items 0.6 (2.1) ----------------- ----------------- Cash Provided By (Used For) Operating Activities 24.8 (3.8) ----------------- ----------------- Investing Activities: Capital expenditures (3.3) (14.2) Cash proceeds from asset sales 0.3 16.6 ----------------- ----------------- Cash Provided From (Used By) Investing Activities (3.0) 2.4 ----------------- ----------------- Financing Activities: Borrowings - 0.5 Debt and capital lease payments (16.9) (18.1) Other payments (4.9) (9.0) ----------------- ----------------- Cash Used For Financing Activities (21.8) (26.6) ----------------- ----------------- Net Decrease in Cash and Cash Equivalents - (28.0) Cash and Cash Equivalents - Beginning of Period 76.0 104.0 ----------------- ----------------- - End of Period $ 76.0 $ 76.0 ================= ================= Liquidity at Month End $ 273.4 $ 273.4 ================= ================= Supplemental Cash Payment Information: Interest and other financing costs, net of amount capitalized $ 3.3 $ 7.8 Capital lease obligations incurred - 1.9
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 MARCH 31, 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. Net costs resulting from reorganization of the businesses have been reported in the statement of operations separately as reorganization items. For the month and three-month periods ended March 31, 2002, the following have been recorded (in millions): Three Months Month Ended Ended ---------------- --------------- Professional fees $ 1.1 $ 3.8 Other administrative fees 0.3 0.5 Gains from termination of contracts (2.0) (2.0) Interest income 0.0 (0.2) ---------------- --------------- Total $ (0.6) $ 2.1 ================ =============== 3. Interest at the stated contractual amount on unsecured debt that was not charged to earnings for the period from January 1 to March 31, 2002 was approximately $11 million. 4. The income tax benefit recorded for the first quarter 2002 represents a $10 million tax refund as a result of the "Job Creation and Workers Assistance Act of 2002" that was enacted on March 8, 2002. The Act provides us the ability to carry back a portion of our 2001 Alternative Minimum Tax loss for a refund of taxes paid in prior years that was not previously available. We expect to receive the refund later this year. 5. Liabilities subject to compromise (in millions) at March 31, 2002 follows: Other postemployment benefits $ 2,020.9 Pension 1,659.6 Unsecured debt 526.7 Accounts payable 205.8 Accrued employment costs 242.0 Other accrued liabilities 157.0 Accrued taxes and interest 76.6 ---------------- Total $ 4,888.6 ================ 6. Summarized consolidated Statement of Operations and Balance Sheet (in millions) for the Debtors only follows: Summarized Consolidated Statement of Operations Three Months Ended March 31, 2002 ---------------- Net Sales $ 797.7 Costs and Expenses 891.5 ---------------- Loss from Operations (93.8) Reorganization Items (2.1) Financing Income (Expense) - Net (12.3) Equity in Income of Unconsolidated Subsidiaries 0.6 ---------------- Loss Before Income Taxes (107.6) Benefit from Income Taxes 10.3 ---------------- Net Loss (97.3) Dividend Requirements on Preferred and Preference Stock 9.9 ---------------- Net Loss Applicable to Common Stock $ (107.2) ================ Summarized Consolidated Balance Sheet March 31, 2002 ---------------- Assets Current Assets: Cash and cash equivalents $ 70.8 Receivables, less allowances 364.7 Inventories 688.9 Other current assets 19.7 ---------------- Total Current Assets 1,144.1 Investments and miscellaneous assets 148.2 Property, plant and equipment, less accumulated depreciation of $4,158.7 2,579.0 Intangible pension asset 225.0 ---------------- Total Assets $ 4,096.3 ================ Liabilities and Stockholders' Deficit Current Liabilities: Accounts payable $ 146.3 Accrued employment costs 52.3 Secured debt and capital lease obligations - current 19.7 Other current liabilities 54.9 ---------------- Total Current Liabilities 273.2 Secured Debt and Capital Lease Obligations 131.4 Debtor-in-Possession Financing 190.7 Debt Secured by Inventory 289.9 Deferred Gains and Other Long-Term Liabilities 99.9 Liabiliites Subject to Compromise 4,888.6 Total Stockholders' Deficit (1,777.4) ---------------- Total Liabilities and Stockholders' Deficit $ 4,096.3 ================ 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 Three Months Ended (dollars in thousands) March 31, 2002 March 31, 2002 ----------------------- ------------------------ Bethlehem Steel Corporation $286,832 $865,017 Alliance Coating Company, LLC 957 2,709 BethEnergy Mines Inc. 204 663 Bethlehem Cold Rold Corporation 0 0 Bethlehem Development Corporation 0 0 Bethlehem Rail Corporation 6 18 Bethlehem Steel de Mexico, S.A. de C.V. 64 179 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. 494 1,662 Eagle Nest Inc. 0 0 Encoat North Arlington, Inc. 0 63 Energy Coatings Company 2 2 Greenwood Mining Corporation 0 0 HPM Corporation 0 0 Kenacre Land Corporation 0 0 LI Service Company 158 371 Marmoraton Mining Company, Ltd. 5 17 Mississippi Coatings Limited Corporation 8 8 Mississippi Coatings Line Corporation 1 1 Ohio Steel Service Company, LLC 0 0 Primeacre Land Corporation 12 34 ----------------------- ------------------------ $288,743 $870,744
Note: Inter-company disbursements are excluded from this schedule. -----END PRIVACY-ENHANCED MESSAGE-----