-----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, Trw2hqAwNrxdt8QFWLWVCs6a9RADrluMO3/5OCu9CiTobrLbVVD5SdxJ+LeM1S28 aNGl8MK0k+Uy5lEVaJ5KCw== 0000909518-03-000134.txt : 20030320 0000909518-03-000134.hdr.sgml : 20030320 20030320154432 ACCESSION NUMBER: 0000909518-03-000134 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030320 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030320 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: 03610611 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 jd3-20_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): March 20, 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 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 March 20, 2003, the Debtors filed with the Court their required consolidated Monthly Operating Statement for the month of February 2003 (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 chapter 11 cases 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 the Company'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 domestic steel producers, 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 the Company'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; 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 20, 2003 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 for the Southern District of New York. 5 EX-99 3 jd3-20_ex99.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, 2003 DEBTORS' ADDRESS: Bethlehem Steel Corporation 1170 Eighth Avenue Bethlehem, PA 18016 DISBURSEMENTS: February 1 to February 28, 2003 (millions): $338.2 (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: February 1 to February 28, 2003 (millions): $33.4 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: March 20, 2003 /s/ Lonnie A. Arnett ------------------------------------ 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)
FEBRUARY 28, 2003 ----------------------------------------------- MONTH ENDED TWO MONTHS ENDED (unaudited) (unaudited) ------------------- ------------------ NET SALES $ 270.5 $ 593.9 ------------------- ------------------ COSTS AND EXPENSES Cost of sales 273.9 574.2 Depreciation 18.2 39.3 Selling, administration and general expense 5.7 11.7 ------------------- ------------------ TOTAL COSTS AND EXPENSES 297.8 625.2 ------------------- ------------------ LOSS FROM OPERATIONS (27.3) (31.3) REORGANIZATION ITEMS (Note 4) (2.0) (3.7) FINANCING EXPENSE - NET (Note 5) (4.1) (8.5) ------------------- ------------------ LOSS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE (33.4) (43.5) CUMULATIVE EFFECT OF ACCOUNTING CHANGE (Note 3) - (12.5) ------------------- ------------------ NET LOSS (33.4) (56.0) DIVIDEND REQUIREMENTS ON PREFERRED AND PREFERENCE STOCK 3.3 6.6 ------------------- ------------------ NET LOSS APPLICABLE TO COMMON STOCK $ (36.7) $ (62.6) =================== ================== NET LOSS PER COMMON SHARE (basic and diluted): Net loss before cumulative effect of accounting change $ (0.28) $ (0.38) Cumulative effect of accounting change - $ (0.10) ------------------- ------------------ Net loss per common share $ (0.28) $ (0.48) =================== ================== AVERAGE SHARES OUTSTANDING: Basic and Diluted 131.3 131.3
The accompanying Notes are an integral part of the Consolidated Financial Statements. See Note 7 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 BALANCE SHEET (dollars in millions)
FEBRUARY 28, 2003 (unaudited) ------------------- ASSETS Current Assets: Cash and cash equivalents $ 45.6 Receivables - net 346.1 Inventories: Raw materials 226.3 Finished and semifinished 520.3 ------------------- Total Inventories 746.6 Other current assets 21.8 ------------------- TOTAL CURRENT ASSETS 1,160.1 INVESTMENTS AND MISCELLANEOUS ASSETS 75.8 PROPERTY, PLANT AND EQUIPMENT - net (Note 3) 2,587.4 ------------------- TOTAL ASSETS $ 3,823.3 =================== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable $ 161.5 Accrued employment costs 95.6 Secured debt and capital lease obligations - current 693.3 Other current liabilities 79.7 ------------------- TOTAL CURRENT LIABILITIES 1,030.1 SECURED DEBT AND CAPITAL LEASE OBLIGATIONS 83.3 DEFERRED GAIN AND OTHER LONG-TERM LIABILITIES (Note 3) 122.9 LIABILITIES SUBJECT TO COMPROMISE (Note 6) 6,093.0 STOCKHOLDERS' DEFICIT: Preferred Stock 11.2 Preference Stock 2.0 Common Stock 136.3 Common Stock held in treasury at cost (65.9) Additional paid-in capital 1,910.1 Accumulated other comprehensive loss (1,905.0) Accumulated deficit (3,594.7) ------------------- TOTAL STOCKHOLDERS' DEFICIT (3,506.0) ------------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 3,823.3 ===================
The accompanying Notes are an integral part of the Consolidated Financial Statements. See Note 7 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)
FEBRUARY 28, 2003 ------------------------------------------ MONTH ENDED TWO MONTHS ENDED (unaudited) (unaudited) ------------------- ------------------ OPERATING ACTIVITIES: Net loss $ (33.4) $ (56.0) Adjustments for items not affecting cash from operating activities: Depreciation 18.2 39.3 Cumulative effect of accounting change (Note 3) - 12.5 Recognition of deferred gains (1.8) (3.6) Reorganization items 2.0 3.7 Other - net 0.8 1.1 Working capital (excluding financing and investing activities): Receivables 37.5 3.6 Inventories (8.6) (5.0) Accounts payable (17.1) (1.6) Other 20.1 (3.0) Retiree healthcare and life insurance benefit payments less than expense 3.3 8.2 ------------------- ------------------ CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES BEFORE REORGANIZATION ITEMS 21.0 (0.8) ------------------- ------------------ Reorganization items (2.0) (3.7) ------------------- ------------------ CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES 19.0 (4.5) ------------------- ------------------ INVESTING ACTIVITIES: Capital expenditures (6.4) (11.1) Cash proceeds from asset sales 2.7 3.6 ------------------- ------------------ CASH USED FOR INVESTING ACTIVITIES (3.7) (7.5) ------------------- ------------------ FINANCING ACTIVITIES: Debt and capital lease payments (2.1) (4.1) Other payments (3.6) (5.9) ------------------- ------------------ CASH USED FOR FINANCING ACTIVITIES (5.7) (10.0) ------------------- ------------------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 9.6 (22.0) CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 36.0 67.6 ------------------- ------------------ - END OF PERIOD 45.6 45.6 AVAILABLE BORROWING UNDER COMMITTED BANK CREDIT ARRANGEMENTS 148.1 148.1 ------------------- ------------------ TOTAL LIQUIDITY AT END OF MONTH $ 193.7 $ 193.7 =================== ================== SUPPLEMENTAL CASH INFORMATION: Interest and other financing costs, net of amount capitalized $ 2.3 $ 9.5
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 FEBRUARY 28, 2003 CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. These Consolidated Financial Statements are unaudited and should be read together with audited financial statements in Bethlehem's Annual Report on Form 10-K for the year ended December 31, 2002 and other reports filed with the Securities and Exchange Commission during 2003. 2. On March 12, 2003 we signed an asset purchase agreement to sell substantially all of our assets to a subsidiary of International Steel Group (ISG), subject to Bankruptcy Court approval. If approved, the sale is expected to be completed during the second quarter of 2003. On March 3, 2003, we filed a motion with the Court under section 1114 of the Bankruptcy Code seeking authority to terminate health care and life insurance benefits (OPEB) for substantially all retired employees and their eligible dependents for claims incurred on or before March 31, 2003 and received on or before May 31, 2003. A hearing is scheduled for March 24, 2002. We would discontinue accruing expense of about $21 million per month effective March 31, 2003 and discontinue paying benefits that average about $18 million per month after claims incurred by March 31, 2003 and received by May 31, 2003 are processed. In addition, we are negotiating with the Coal Act Trustees to settle healthcare obligations for former mineworkers for which we currently accrue an expense of and pay about $2 million per month. On March 18, 2003, the Coal Act Trustees filed a motion in United States District Court for the District of Columbia for injunctive relief against Bethlehem Steel Corporation and "related parties" under the Coal Act. We are in the process of reviewing the motion and the actions we may take. 3. On January 1, 2003, Bethlehem adopted FASB Statement No. 143, Accounting for Asset Retirement Obligations. The Statement requires the recognition of a liability and an asset for the estimated cost of disposal as part of the initial cost of a long-lived asset and subsequent amortization of the asset to expense. As a result of adopting this Statement, we increased property, plant and equipment, net by $1 million, other long-term liabilities by $13 million and recorded a $12 million charge for "cumulative effect of a change in accounting principle" to account for depreciation and interest expense that would have been recorded since the affected assets were placed in service through December 31, 2002. 4. 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, 2003, $2 million and $4 million was recorded for professional and other fees. 5. Interest at the stated contractual amount on unsecured debt that was not charged to earnings as a result of our chapter 11 filing was approximately $4 million and approximately $8 million for the month and two-month periods ended February 28, 2003. 6. Liabilities subject to compromise at February 28, 2003 follows ($ in millions): Pension $ 2,849.0 Other postemployment benefits 2,068.2 Unsecured debt 526.7 Accounts payable 195.1 Accrued employment costs 181.9 Other accrued liabilities 205.4 Accrued taxes and interest 66.7 -------------------- Total $ 6,093.0 ==================== 7. Summarized Consolidated Statement of Operations for the two-month period ended and Balance Sheet as of February 28, 2003 for the Debtors only follows ($ in millions): SUMMARIZED CONSOLIDATED STATEMENT OF OPERATIONS Net Sales $ 590.0 Costs and Expenses 618.0 ---------------- Loss from Operations (28.0) Reorganization Items (3.7) Financing Expense - Net (7.8) Equity in Loss of Unconsolidated Subsidiaries (6.1) ---------------- Loss Before Cumulative Effect of Accounting Change (45.6) Cumulative Effect of Accounting Change (Note 3) (10.4) ---------------- Net Loss (56.0) Dividend Requirements on Preferred and Preference Stock 6.6 ---------------- Net Loss Applicable to Common Stock $ (62.6) ================ SUMMARIZED CONSOLIDATED BALANCE SHEET ASSETS Current Assets: Cash and cash equivalents $ 38.9 Receivables - net 342.1 Inventories 709.0 Other current assets 18.3 --------------- Total Current Assets 1,108.3 Investments and Miscellaneous Assets 184.3 Property, Plant and Equipment - net 2,384.8 --------------- Total Assets $ 3,677.4 =============== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Accounts payable $ 149.6 Accrued employment costs 84.6 Secured debt and capital lease obligations-current 627.5 Other current liabilities 64.7 --------------- Total Current Liabilities 926.4 Secured Debt and Capital Lease Obligations 83.2 Deferred Gains and Other Long-Term Liabilities 81.2 Liabilities Subject to Compromise 6,093.0 Total Stockholders' Deficit (3,506.4) --------------- Total Liabilities and Stockholders' Deficit $ 3,677.4 =============== 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 Two Months Ended (dollars in thousands) February 28, 2003 February 28, 2003 ----------------------------- ------------------------------- Bethlehem Steel Corporation $335,623 $656,233 Alliance Coatings Company, LLC 1,291 2,100 BethEnergy Mines Inc. 162 367 Bethlehem Cold Rold Corporation 0 1 Bethlehem Development Corporation 0 0 Bethlehem Rail Corporation 6 13 Bethlehem Steel de Mexico, S.A. de C.V. 70 124 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. 674 1,706 Eagle Nest Inc. 0 0 Encoat North Arlington, Inc. 241 278 Energy Coatings Company 17 17 Greenwood Mining Corporation 0 0 HPM Corporation 0 0 Kenacre Land Corporation 0 0 LI Service Company 118 295 Marmoraton Mining Company, Ltd. 6 17 Mississippi Coatings Limited Corporation 8 294 Mississippi Coatings Line Corporation 1 7 Ohio Steel Service Company, LLC 0 0 Primeacre Land Corporation 11 26 ----------------------------- ------------------------------- $338,228 $661,478
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-----