-----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, UKlHeKAfIfZ+UXitJlJaBWnUk2zUcqOpZyrxJ90A6Y9UBc8L1jz0FtG2ijwL+aJ1 WD04gSH26AabuKMhODZeKQ== 0000909518-03-000044.txt : 20030205 0000909518-03-000044.hdr.sgml : 20030205 20030205161626 ACCESSION NUMBER: 0000909518-03-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030205 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030205 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: 03540887 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 jd2-5_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): February 5, 2003 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 5. OTHER EVENTS. On February 5, 2003, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Exhibit ----------- ------- 99.1 Press release of the Company dated February 5, 2003. 2 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: February 5, 2003 BETHLEHEM STEEL CORPORATION By: /s/ L.A. Arnett ------------------------------------------- L. A. Arnett Vice President and Controller 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press release of the Company dated February 5, 2003. 4 EX-99 3 jd2-5_ex99.txt Exhibit 99.1 BETHLEHEM Bethlehem Steel Corporation Corporate Communications Division Public Affairs Department 1170 Eighth Avenue Bethlehem, PA 18016-7699 (610) 694-3711- Phone (610) 694-1509 - Fax INTERNET HOMEPAGE ADDRESS http://www.bethsteel.com FOR IMMEDIATE RELEASE - -------------------------------------------------------------------------------- BETHLEHEM AGREES IN PRINCIPLE TO SELL MOST ASSETS TO INTERNATIONAL STEEL GROUP BETHLEHEM, Pa., February 5, 2003 - Bethlehem Steel Corporation has reached an agreement in principle with International Steel Group (ISG) for the sale of substantially all of Bethlehem's assets. The agreement is subject to the approval of Bethlehem's board, the completion of an asset purchase agreement, the approval of the bankruptcy court having jurisdiction of Bethlehem's chapter 11 case and the satisfaction of certain conditions to closing, including required governmental approvals and other consents, and the resolution of certain claims by the Pension Benefit Guaranty Corporation. The terms of the sale, which are under review by the board, will be considered in a special meeting of Bethlehem's board this Saturday, February 8. "Following a thorough review of ISG's proposal, Bethlehem's executive management and its advisors believe that the acquisition by ISG will provide the best value achievable to Bethlehem and will also allow Bethlehem's well-maintained facilities to remain in operation, thereby preserving thousands of jobs," said Robert S. Miller, Bethlehem's chairman and chief executive officer. "I and our advisors have recommended to the board that Bethlehem accept the ISG offer and complete an asset purchase agreement that is essential to closing this transaction." Bethlehem's assets include steelmaking facilities in Burns Harbor, Ind.; Sparrows Point, Md.; Steelton, Pa., and Coatesville, Pa., as well as finishing locations in New York, Pennsylvania and Ohio. In addition, Bethlehem participates in several joint ventures. Other assets include land on the sites of former Bethlehem operations in primarily New York and Pennsylvania. The agreement, if approved by the board and the bankruptcy court, would be subject to a sale and auction process in the bankruptcy court. A closing would occur following sale approval by the court. "The proposed sale to ISG would create, we believe, the most value for Bethlehem's constituents and enable our plants to continue to serve their customers without interruption. If the board approves the terms of the proposed sale at its next meeting late this week, we will then be prepared to move forward with the various steps needed to transfer these assets to ISG ownership and management," Mr. Miller said. The sale of Bethlehem's assets to ISG will create the largest steel company in North America with shipment capability of 16 million tons. "Completion of this sale will represent the most significant consolidation action thus far in the domestic steel industry. This dramatic turnaround in the prospects for the industry has been made possible by the innovative new labor agreement with the USWA, which will apply to Bethlehem's facilities, and by President Bush's courageous steel trade program initiated last spring," Mr. Miller concluded. media contact: Bette Kovach 610-694-6308 -----END PRIVACY-ENHANCED MESSAGE-----