-----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, GK77rYd6V4JFzGk4Ki6A2cQM6ZoYImD89mRyUrLaL3WBUNonJuCZF6I+MvPdatY/ D7XXXqS+3/vSHSCWgrGwPw== 0000909518-02-000694.txt : 20020920 0000909518-02-000694.hdr.sgml : 20020920 20020920160331 ACCESSION NUMBER: 0000909518-02-000694 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020920 ITEM INFORMATION: FILED AS OF DATE: 20020920 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: 02769008 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 mv9-19_8k.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): September 20, 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. As previously disclosed, 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 September 20, 2002, the Debtors filed with the Court their required consolidated Monthly Operating Statement for the month of August 2002 (the "Monthly Operating Statement") 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. This Current Report (including the Exhibits hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD. 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 office of the United States Trustee of the Department of Justice for the Southern District of New York. 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 reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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. 2 Certain statements in this Current 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 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: September 20, 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 3 mv9-18_mor.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 AUGUST 1 TO AUGUST 31, 2002 DEBTORS' ADDRESS: Bethlehem Steel Corporation 1170 Eighth Avenue Bethlehem, PA 18016 DISBURSEMENTS: August 1 to August 31, 2002 (millions): $312.4 (see attached schedule for disbursements by Debtor) DEBTORS' ATTORNEY: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Jeffrey L. Tanenbaum (JT 9797) George A. Davis (GD 2761) NET LOSS: August 1 to August 31, 2002 (millions): $16.0 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. /s/ Lonnie A. Arnett DATE: September 20, 2002 ------------------------------ Lonnie A. Arnett Vice President, Controller and Chief Accounting Officer BETHLEHEM STEEL CORPORATION Case No. 01-15288 (BRL) through 01-15302, 01-15308 through 01-15315 (BRL) CONSOLIDATED STATEMENTS OF OPERATIONS (dollars and shares in millions, except per share data)
AUGUST 31, 2002 ------------------------------------ MONTH ENDED EIGHT MONTHS ENDED (unaudited) (unaudited) --------------- ---------------- NET SALES $ 320.2 $ 2,360.3 --------------- ---------------- COSTS AND EXPENSES Cost of sales 298.4 2,334.3 Depreciation 22.3 166.4 Selling, administration and general expense 6.6 60.7 Unusual charges (Note 2) 2.5 22.5 --------------- ---------------- TOTAL COSTS AND EXPENSES 329.8 2,583.9 --------------- ---------------- LOSS FROM OPERATIONS (9.6) (223.6) REORGANIZATION ITEMS (Note 3) (1.9) (9.2) FINANCING EXPENSE - NET (Note 4) (4.5) (34.4) --------------- ---------------- LOSS BEFORE INCOME TAXES (16.0) (267.2) BENEFIT FROM INCOME TAXES (Note 5) - 10.3 --------------- ---------------- NET LOSS (16.0) (256.9) DIVIDEND REQUIREMENTS ON PREFERRED AND PREFERENCE STOCK 3.3 26.4 --------------- ---------------- NET LOSS APPLICABLE TO COMMON STOCK $ (19.3) $ (283.3) =============== ================ NET LOSS PER COMMON SHARE: Basic and Diluted $ (0.15) $ (2.16) AVERAGE SHARES OUTSTANDING: Basic and Diluted 131.0 131.0
The accompanying Notes are an integral part of the Consolidated Financial Statements. See Note 8 for Consolidated Statement of Operations for Debtors Only. BETHLEHEM STEEL CORPORATION Case No. 01-15288 (BRL) through 01-15302, 01-15308 through 01-15315 (BRL) CONSOLIDATED BALANCE SHEET (dollars in millions)
AUGUST 31, 2002 (unaudited) --------------- ASSETS Current Assets: Cash and cash equivalents $ 88.2 Receivables - net 381.4 Inventories: Raw materials 243.4 Finished and semifinished 495.2 --------------- Total Inventories 738.6 Other current assets 18.9 --------------- TOTAL CURRENT ASSETS 1,227.1 INVESTMENTS AND MISCELLANEOUS ASSETS 82.1 PROPERTY, PLANT AND EQUIPMENT - net 2,733.1 INTANGIBLE PENSION ASSET 225.0 --------------- TOTAL ASSETS $ 4,267.3 =============== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable $ 163.9 Accrued employment costs 88.7 Secured debt and capital lease obligations - current (Note 7) 95.6 Other current liabilities 83.2 --------------- TOTAL CURRENT LIABILITIES 431.4 SECURED DEBT AND CAPITAL LEASE OBLIGATIONS 124.3 DEBTOR-IN-POSSESSION FINANCING 280.7 DEBT SECURED BY INVENTORY 289.9 DEFERRED GAIN AND OTHER LONG-TERM LIABILITIES 132.4 LIABILITIES SUBJECT TO COMPROMISE (Note 6) 4,944.7 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 1,909.6 Accumulated other comprehensive loss (833.0) Accumulated deficit (3,096.0) --------------- TOTAL STOCKHOLDERS' DEFICIT (1,936.1) --------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 4,267.3 ===============
The accompanying Notes are an integral part of the Consolidated Financial Statements. See Note 8 for Consolidated Balance Sheet of the Debtors Only. BETHLEHEM STEEL CORPORATION Case No. 01-15288 (BRL) through 01-15302, 01-15308 through 01-15315 (BRL) CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in millions)
AUGUST 31, 2002 ------------------------------------------ MONTH EIGHT MONTHS ENDED ENDED (unaudited) (unaudited) ------------------- ------------------ OPERATING ACTIVITIES: Net loss $ (16.0) $ (256.9) Adjustments for items not affecting cash from operating activities: Depreciation 22.4 166.4 Recognition of deferred gains (2.1) (14.5) Reorganization items 1.9 9.2 Unusual charges 2.5 22.5 Other - net 5.4 11.6 Working capital (excluding financing and investing activities): Receivables (2.7) (36.5) Inventories (12.0) (14.0) Accounts payable 3.8 (10.0) Other 4.2 21.8 Funding postretirement benefits: Pension funding less than expense 12.9 91.6 Retiree healthcare and life insurance benefit payments less than expense 1.5 31.2 ------------------- ------------------ CASH PROVIDED BY OPERATING ACTIVITIES BEFORE REORGANIZATION ITEMS 21.8 22.4 ------------------- ------------------ Reorganization items (1.9) (9.2) ------------------- ------------------ CASH PROVIDED BY OPERATING ACTIVITIES 19.9 13.2 ------------------- ------------------ INVESTING ACTIVITIES: Capital expenditures (6.9) (72.5) Cash proceeds from asset sales 0.8 25.3 ------------------- ------------------ CASH USED FOR INVESTING ACTIVITIES (6.1) (47.2) ------------------- ------------------ FINANCING ACTIVITIES: Borrowings (Note 7) - 90.5 Debt and capital lease payments (Note 7) (1.9) (55.2) Other payments (0.9) (17.1) ------------------- ------------------ CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES (2.8) 18.2 ------------------- ------------------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 11.0 (15.8) CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 77.2 104.0 ------------------- ------------------ - END OF PERIOD 88.2 88.2 AVAILABLE BORROWING UNDER COMMITTED BANK CREDIT ARRANGEMENTS 148.1 148.1 ------------------- ------------------ TOTAL LIQUIDITY AT END OF MONTH $ 236.3 $ 236.3 =================== ================== SUPPLEMENTAL CASH PAYMENT INFORMATION (Note 7): Interest and other financing costs, net of amount capitalized $ 1.8 $ 26.3 Income taxes paid (received) - (8.0) 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 01-15302, 01-15308 THROUGH 01-15315 (BRL) NOTES TO AUGUST 31, 2002 CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. These 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 filed with the Securities and Exchange Commission. 2. During August 2002, Bethlehem announced the permanent closing of a facility for producing large diameter pipe in Steelton, Pennsylvania. As a result, we recorded a $2.5 million charge to account for the required employee benefit costs. During the second quarter of 2002, Bethlehem personnel attended a meeting requested by representatives from New York Department of Environmental Conservation (NYDEC) (1) to discuss the contents and timing of a Consent Order to conduct a RCRA Corrective Measures Study and (2) to begin to implement an agreed upon plan of remediation at our closed steel manufacturing facility in Lackawanna, New York. Based upon the information received and the conceptual agreements reached at that meeting, we recorded a $20 million non-cash charge to reflect the most current estimate of the probable remediation costs at Lackawanna. The cash requirements for remediation are expected to be expended over a protracted period of years, according to a schedule to be agreed upon by Bethlehem and the NYDEC. 3. Net costs resulting from reorganization of the businesses have been reported in the statement of operations separately as reorganization items. For the month and the eight-months ended August 31, 2002, the following have been recorded ($ in millions): One Eight Month Months ------------------ -------------------- Professional and other fees $ 1.9 $ 11.7 Gains from termination of contracts - (2.0) Interest income - (0.5) ------------------ -------------------- Total $ 1.9 $ 9.2 ================== ==================== 4. Interest at the stated contractual amount on unsecured debt that was not charged to earnings for the eight-months ended August 31, 2002 was approximately $29 million. 5. The income tax benefit recorded in 2002 represents a $10 million tax refund as a result of the "Job Creation and Workers Assistance Act of 2002" that was enacted March 8, 2002. The Act provides us the ability to carry back a portion of our 2001 Alternative Minimum Tax loss for a refund of taxes paid in prior years that was not previously available. We received the refund in July 2002. 6. Liabilities subject to compromise at August 31, 2002 follows ($ in millions): August 31, 2002 -------------------- Other postemployment benefits $ 2,038.0 Pension 1,717.2 Unsecured debt 526.7 Accounts payable 198.3 Accrued employment costs 212.7 Other accrued liabilities 174.7 Accrued taxes and interest 77.1 -------------------- Total $ 4,944.7 ==================== 7. In the second quarter of 2002, we acquired the remaining 50% portion of the Columbus Coatings Company (CCC) and Columbus Processing Company (CPC) joint ventures from LTV Steel Corporation. CCC is an automotive quality, hot-dipped galvanized coating line and CPC is a steel slitting facility, both located in Columbus, Ohio. These interests were acquired on June 5, 2002 for cash, a release of LTV's guarantee of CCC's debt and forgiveness of claims against LTV by Bethlehem and CCC. The acquisition was accounted for as a purchase. CCC's and CPC's results are included in the Consolidated Financial Statements from the date of acquisition. Pro-forma amounts for the year are not significant. The value assigned to assets and liabilities acquired follows ($ in millions): Property, plant & equipment $155.3 Debt and capital lease obligation (105.9) Other - net (.3) ------------ Net assets 49.1 Less: Investment in and receivable from joint ventures and LTV (46.7) ------------ Cash purchase price, net of cash acquired $ 2.4 ============ CCC's construction costs were financed in part with a loan under a 1999 agreement with a group of lenders. Bethlehem has guaranteed the full amount of the construction loan. Bethlehem provided CCC's lenders with a collateralized letter of credit for $30 million and a mortgage on our corporate headquarters building as additional collateral. In July 2002, CCC lenders used the letter of credit to reduce the outstanding loan balance by $30 million. Because of our chapter 11 filing, CCC and Bethlehem are in default under the construction loan agreements which would allow the lenders to call the full amount of the loan. We believe that the market value of CCC exceeds the net loan amount. We are working with the CCC lenders and others to resolve open issues or refinance the net outstanding debt. We believe these matters can be resolved without any additional significant impact on our liquidity. 8. Summarized Consolidated Statement of Operations for the eight-months ended and Balance Sheet as of August 31, 2002 for the Debtors only follow ($ in millions): SUMMARIZED CONSOLIDATED STATEMENT OF OPERATIONS Net Sales $ 2,332.4 Costs and Expenses 2,536.9 Unusual Charges 22.5 ---------------- Loss from Operations (227.0) Reorganization Items (9.2) Financing Expense - Net (33.0) Equity in Income of Unconsolidated Subsidiaries 2.1 ---------------- Loss Before Income Taxes (267.2) Benefit from Income Taxes 10.3 ---------------- Net Loss (256.9) Dividend Requirements on Preferred and Preference Stock 26.4 ---------------- Net Loss Applicable to Common Stock $ (283.3) ================ SUMMARIZED CONSOLIDATED BALANCE SHEET ASSETS Current Assets: Cash and cash equivalents $ 77.9 Receivables - net 368.4 Inventories 725.7 Other current assets 17.7 ---------------- Total Current Assets 1,189.7 Investments and Miscellaneous Assets 174.3 Property, Plant and Equipment - net 2,526.1 Intangible Pension Asset 225.0 ---------------- Total Assets $ 4,115.1 ================ LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Accounts payable $ 149.5 Accrued employment costs 77.6 Secured debt and capital lease obligations - current 22.3 Other current liabilities 71.7 ---------------- Total Current Liabilities 321.1 Secured Debt and Capital Lease Obligations 124.2 Debtor-in-Possession Financing 280.7 Debt Secured by Inventory 289.9 Deferred Gains and Other Long-Term Liabilities 90.5 Liabilities Subject to Compromise 4,944.7 Total Stockholders' Deficit (1,936.0) ---------------- Total Liabilities and Stockholders' Deficit $ 4,115.1 ================ BETHLEHEM STEEL CORPORATION Case No. 01-15288 (BRL) through 01-15302, 01-15308 through 01-15315 (BRL) Monthly Operating Report Schedule of Disbursements
Month Ended Eight Months Ended (dollars in thousands) August 31, 2002 August 31, 2002 ---------------------- --------------------- Bethlehem Steel Corporation $311,020 $2,517,192 Alliance Coatings Company, LLC 249 23,693 BethEnergy Mines Inc. 301 1,890 Bethlehem Cold Rold Corporation 5 16 Bethlehem Development Corporation 0 0 Bethlehem Rail Corporation 11 131 Bethlehem Steel de Mexico, S.A. de C.V. 44 434 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. 594 4,154 Eagle Nest Inc. 0 1 Encoat North Arlington, Inc. 39 172 Energy Coatings Company 1 5 Greenwood Mining Corporation 0 0 HPM Corporation 0 1 Kenacre Land Corporation 0 0 LI Service Company 138 962 Marmoraton Mining Company, Ltd. 8 52 Mississippi Coatings Limited Corporation 0 2,576 Mississippi Coatings Line Corporation 0 53 Ohio Steel Service Company, LLC 0 0 Primeacre Land Corporation 12 102 ---------------------- --------------------- $312,422 $2,551,434
Note: Inter-company disbursements are excluded from this schedule. BETHLEHEM STEEL CORPORATION CASE NO. 01-15288 (BRL) THROUGH 01-15302, 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. -----END PRIVACY-ENHANCED MESSAGE-----