-----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, TTYQa7aO9Eznl0sRxQa1faqtE76rdyrs2wGHji0hUB1NlZaFyP5wIA9XePCXdJNN w7fTEa0If5GR1ejYmzPXrw== 0000909518-03-000152.txt : 20030328 0000909518-03-000152.hdr.sgml : 20030328 20030328160816 ACCESSION NUMBER: 0000909518-03-000152 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030328 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01941 FILM NUMBER: 03625436 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 10-K/A 1 mv3-26_10ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A (AMENDMENT NO. 1) (Mark One) |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-1941 BETHLEHEM STEEL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 24-0526133 (State of Incorporation) (I.R.S. Employer Identification No.) 1170 EIGHTH AVENUE BETHLEHEM, PENNSYLVANIA 18016-7699 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 694-2424 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock--$1 par value per share Preference Stock Purchase Rights Preferred Stock -- $1 par value per share $5.00 Cumulative Convertible (stated value $50.00 per share) $2.50 Cumulative Convertible (stated value $25.00 per share) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. |_| Aggregate Market Value of Voting Stock held by Non-Affiliates: $26,983,721 The amount shown is based on the closing price of Bethlehem Common Stock on the Over the Counter Tape on June 28, 2002. Voting stock held by directors and executive officers of Bethlehem is not included in the computation. However, Bethlehem has made no determination that such individuals are "affiliates" within the meaning of Rule 405 under the Securities Act of 1933. Number of Shares of Common Stock outstanding as of June 30, 2002: 130,964,146 DOCUMENTS INCORPORATED BY REFERENCE: None BETHLEHEM STEEL CORPORATION ANNUAL REPORT ON FORM 10-K/A TABLE OF CONTENTS ----------------- PART III Page ITEM 10. Directors and Executive Officers of the Registrant................ 1 ITEM 11. Executive Compensation............................................ 3 ITEM 12. Security Ownership of Certain Beneficial Owners and Management.... 7 ITEM 13. Certain Relationships And Related Transactions.................... 9 Signatures........................................................ 10 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT INFORMATION CONCERNING DIRECTORS The names of the directors, their principal occupations and the year in which each current Director of Bethlehem initially joined the Board of Directors are set forth below. Benjamin R. Civiletti-- Mr. Civiletti, age 67, was elected a director of Bethlehem in 1993. He has been Chairman of Venable, Baetjer and Howard, a law firm, since 1993 and a partner since 1981. He had been Managing Partner of that firm from 1987 until 1993. He previously served as Attorney General of the United States from 1979 to 1981. Mr. Civiletti is also a director of MBNA America Bank, N.A., MBNA International Bank Limited and Wackenhut Corrections Corporation. Worley H. Clark-- Mr. Clark, age 70, was elected a director of Bethlehem in 1993. He is President of W "H" Clark Associates, Ltd., a consulting firm. He retired as Chairman and Chief Executive Officer of Nalco Chemical Company, a manufacturer of specialty chemicals, in 1994, having held the positions of Chief Executive Officer since 1982 and Chairman since 1984 and having been an employee of that company since 1960. Mr. Clark is also a director of Exchange Cubed, LLC, Georgia-Pacific Corporation, Merchants' Exchange, Merrill Lynch & Co., Inc., Millennium Chemicals Inc. and Valero Energy Corporation. John B. Curcio-- Mr. Curcio, age 68, was elected a director of Bethlehem in 1988. He was Chief Executive Officer and a director of Mack Trucks, Inc., a manufacturer of heavy-duty trucks, from 1983 until 1989 and Chairman of the Board from 1985 until his retirement. Mr. Curcio is also a director of Minerals Technologies, Inc. and Integrated Components Systems, Inc. and Vice Chairman of Dallas & Mavis Specialized Carrier Co. and Jupiter Logistics, de Mexico, S.A. de C.V. Lewis B. Kaden -- Mr. Kaden, age 60, was elected a director of Bethlehem in 1994. He has been a partner of Davis Polk & Wardwell, a law firm, and an Adjunct Professor of Law at Columbia University since 1984, where he was a Professor of Law from 1976 to 1984. Harry P. Kamen -- Mr. Kamen, age 69, was elected a director of Bethlehem in 1993. He retired in 1998 as Chairman of the Board and Chief Executive Officer of Metropolitan Life Insurance Company, a life insurance company, positions he held since 1993. He held the additional title of President of Metropolitan Life from December 1995 to November 1997. Mr. Kamen is also a director of BDirect Capital, Inc., MetLife, Inc., Pfizer Inc. and National Association of Securities Dealers, Inc. William M. Landuyt -- Mr. Landuyt, age 47, was elected a director of Bethlehem in 1998. He has been Chairman and Chief Executive Officer of Millennium Chemicals Inc., an international chemicals company, since its demerger from Hanson PLC on October 1, 1996. He has also been President of Millennium since June 1997. Mr. Landuyt was a director and President and Chief Executive Officer of Hanson Industries (which managed the U.S. operations of Hanson PLC until the 1 demerger) from June 1995 until the demerger, a director of Hanson PLC from 1992 until September 1996, Finance Director of Hanson PLC from 1992 to May 1995, and Vice President and Chief Financial Officer of Hanson Industries from 1988 to 1992. He joined Hanson Industries in 1983. Robert S. Miller, Jr. -- Mr. Miller, age 61, was elected a director of Bethlehem on September 24, 2001. He was also elected Chairman and Chief Executive Officer on that date. Prior to joining Bethlehem, Mr. Miller had been Chairman and Chief Executive Officer of Federal Mogul Corporation, an automotive parts manufacturer, from September 2000 through January 2001; special advisor to Aetna, Inc., a health insurer, from February 2000 to September 2000; President and director of Reliance Group Holdings, Inc., a property and casualty insurance company, from November 1999 to February 2000; Chairman of the Board and Acting Chief Executive Officer of Waste Management Inc., a waste transporter, from October 1997 to July 1998 and from August 1999 to November 1999; Interim Chief Executive Officer of Federal Mogul from September 1996 to November 1996; Chairman of Morrison Knudsen Corporation (now Washington Group, Inc.), an engineering and construction firm, from April 1995 to September 1996; and senior partner at James D. Wolfensohn, Inc., a New York investment banking firm, from April 1992 to February 1993. From 1979 to March 1992, Mr. Miller was an executive of Chrysler Corporation, where he held various positions including Vice Chairman of the Board and Chief Financial Officer. Mr. Miller is a director of Federal Mogul Corporation, Pope & Talbot, Inc., Symantec Corporation and Waste Management Inc. Shirley D. Peterson -- Mrs. Peterson, age 61, was elected a director of Bethlehem in 1996. She retired in June 2000 as President of Hood College, a position she held since 1995. She was a member of Steptoe & Johnson, a law firm, from 1993 through 1994, Commissioner of the Internal Revenue Service from 1992 to 1993, and an Assistant Attorney General (Tax Division), United States Department of Justice, from 1989 to 1992. Mrs. Peterson is also a Director of Federal Mogul Corporation and an Independent Trustee of Scudder Mutual Funds. John F. Ruffle -- Mr. Ruffle, age 65, was elected a director of Bethlehem in 1990. He retired in 1993 as Vice Chairman of the Board of J.P. Morgan & Co. Incorporated, a bank holding company, and Morgan Guaranty Trust Co. of New York, a commercial bank, positions he held since 1985. Mr. Ruffle is also a director of American Shared Hospital Services, Inc., a Trustee of JP Morgan Series Trust II and a member of the Board of Managers of the North Moore Fund, LLC and JP Morgan Global Emerging Markets Fund, LLC. In addition to the business activities described above, the directors also participate in various other business, professional and charitable activities. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE The Securities Exchange Act of 1934 requires Bethlehem's directors and executive officers and certain other stockholders to file reports of ownership and changes in ownership of Bethlehem stock with the Securities and Exchange Commission. To Bethlehem's knowledge, all such reports for 2002 were timely 2 filed, except that Bethlehem filed one report late reflecting the disposition of 1,035 shares of Bethlehem Common Stock with a value of $227 by B. E. Derrico. ITEM 11. EXECUTIVE COMPENSATION DIRECTOR COMPENSATION Each non-employee director receives the following compensation for service: o an annual retainer of $25,000, payable quarterly; o an annual retainer of $5,000, payable quarterly, to the Chairman of each of the Audit Committee, Compensation Committee and Committee on Directors; o attendance fees of $1,000 for the Annual Meeting of Stockholders, any Board of Directors meeting, and any committee meeting(s) whether or not held on the same day as a board meeting; and o 500 shares of Bethlehem Common Stock awarded on December 1 of each year pursuant to the 1994 Non-Employee Directors Stock Plan, which was approved by stockholders. Such shares were not issued during 2002 because of Bethlehem's chapter 11 filing. Non-employee directors also receive reimbursement for any expenses they incur in connection with the business and affairs of Bethlehem. Mr. Miller does not receive compensation separately for service as a member of the Board of Directors or any committee of the Board. Under the Post Retirement Retainer Plan, non-employee directors who retire from the Board with 10 or more years of service will receive annual payments equal to 100% of the annual retainer fee payable at retirement. Non-employee directors who retire with between five and 10 years of service will receive annual payments starting at 50% of the annual retainer fee payable at retirement for directors with five years of service and increasing 10% for each year of service up to 10 years. The annual payments will begin at retirement (or at age 65 if retirement is prior to age 65) and will continue for a period equal to the director's years of service with the Board. Due to Bethlehem's chapter 11 filing, Bethlehem has suspended payments under the Plan. A deferred compensation plan for non-employee directors was implemented in 2001. The plan is voluntary and participating directors may defer up to 100% of cash compensation under the plan to either a cash or Bethlehem Common Stock account. Deferrals to a cash account are credited with investment returns based on investment options approved by the Board of Directors and selected by the director. Deferrals to the Bethlehem Common Stock account are credited as common stock units which will not have voting rights, but the director will be considered a "beneficial" owner of stock represented by such units for the purposes of dividends or other distributions. Distributions from the plan are made when the participant ceases to be a director in the form of (a) a lump-sum cash payment or annual installment cash payments for up to 10 years, at the participant's election, in the case of the cash account, and (b) shares of Bethlehem Common Stock (cash in lieu of fractional shares), in the case of the stock account. 3 RETIREMENT POLICY The general retirement policy of the Board of Directors provides that non-employee directors shall retire at the end of the term in which they reach age 70. However, the current non-employee directors who were elected at the 1991 Annual Meeting of Stockholders (Messrs. Curcio and Ruffle) shall retire no later than at the end of the term in which they reach age 72. Employee directors shall retire from the Board at the time of their retirement from Bethlehem. The present retirement age for management employees of Bethlehem is 65. SUMMARY COMPENSATION TABLE The following table shows the aggregate compensation awarded or paid to, or earned by, Bethlehem's chief executive officer and each of Bethlehem's other four most highly compensated executive officers (collectively, the "Named Executive Officers").
Annual Compensation Long-Term Compensation - --------------------------------------------------------------------------------------------------------------------------------- Other Securities Annual Restricted Underlying All Other Compen- Stock Options/ Compen- Year Salary ($) Bonus($) sation(1)($) Awards(2)($) SARs (#) sation(3)(4)($) - --------------------------------------------------------------------------------------------------------------------------------- Robert S. Miller, Jr. 2002 900,000 0 0 0 0 0 Chairman and 2001 242,500 0 0 27,000 200,000 75,000 Chief Executive Office - --------------------------------------------------------------------------------------------------------------------------------- Leonard M. Anthony 2002 320,000 0 0 0 0 1,316 Senior Vice President 2001 206,250 0 3,885 32,700 15,000 3,747 and Chief Financial 2000 166,875 0 0 42,188 12,000 6,786 Officer - --------------------------------------------------------------------------------------------------------------------------------- Lonnie A. Arnett 2002 338,750 0 0 0 0 10,720 Vice President 2001 330,000 0 127,068 32,700 18,000 21,972 and Controller 2000 330,000 0 0 56,250 18,000 27,357 - --------------------------------------------------------------------------------------------------------------------------------- Ronald F. Chango 2002 330,000 0 0 0 0 4,858 Vice President and 2001 339,750 0 215,536 49,050 30,000 30,966 General Manager, and 2000 268,125 0 0 84,375 30,000 6,800 President, Burns Harbor Division William H. Graham 2002 365,000 0 0 0 0 12,879 Senior Vice President, 2001 365,000 0 209,129 32,700 15,000 27,129 General Counsel and 2000 361,667 0 0 56,250 15,000 30,330 Secretary
(1) Relates to the unfunded retirement benefits payable to such officers under the Excess Benefit Plan and Supplemental Benefits Plan and represents the amount of payments to cover tax liabilities arising from the purchase of individually owned annuities to secure a portion of such benefits. 4 (2) Fair market value at date of issuance of restricted shares of Common Stock awarded under the Key Employee Stock Investment Award Program. Dividends, if declared, are payable upon the restricted stock. The aggregate number of shares of restricted stock awarded under the Key Employee Stock Investment Award Program and held by each of the named individuals at December 31, 2002, and the aggregate value of these shares based on a market value of $.11 per share at December 31, 2002, is as follows: Mr. Miller, 50,000 restricted shares with a value of $5,500; Mr. Anthony, 30,000 restricted shares with a value of $3,300; Mr. Arnett, 42,500 restricted shares with a value of $4,675; Mr. Chango, 44,500 restricted shares with a value of $4,895; and Mr. Graham, 50,000 restricted shares with a value of $5,500. (3) "All Other Compensation" consists of supplemental insurance costs, Matching Company Contributions to the Savings Plan, cash or single premium annuities purchased to cover the shortfall of Matching Company Contributions to the Savings Plan due to Internal Revenue Code limitations, and the value of split dollar insurance benefits in the following respective amounts for 2002: Mr. Miller, $0, $0, $0 and $0; Mr. Anthony, $1,108, $0, $208 and $0; Mr. Arnett, $4,852, $0, $3,322 and $2,546; Mr. Chango, $1,818, $0, $3,040 and $0; and Mr. Graham, $1,569, $0, $4,049 and $7,261. Split Dollar Insurance is in lieu of the Group Term Life Insurance generally provided by Bethlehem to its salaried employees. Each executive pays his own premium for the term life portion of the insurance policy. Bethlehem is reimbursed for the total premium amount advanced out of the proceeds of the insurance policy if the individual dies while the split dollar arrangement is in effect or out of the built-up cash value of the policy if the arrangement terminates prior to the death of the individual. As security for repayment, Bethlehem is a collateral assignee of the policy to the extent of any such unreimbursed premium. (4) Mr. Miller received a monthly housing rental allowance and allowance for automobile leases through September, 2002. EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS As noted above, Bethlehem has entered into modified change in control agreements with Messrs. Anthony, Arnett, Chango and Graham. Mr. Miller does not have a change in control agreement. The agreements provide generally that the executive officer is entitled to certain severance benefits if the executive officer's employment is terminated other than for cause, retirement or disability within two years after a change in control (as defined below) or if the executive officer terminates his or her employment for good reason within such two-year period, or for any reason during the 30-day period following the first anniversary of the change in control. The benefits include the following: o a lump-sum payment of up to two times annual base salary and average bonus; o a lump-sum payment with respect to the benefits to which the executive officer is entitled under Bethlehem's Excess Benefit Plan or the Supplemental Benefits Plan of Bethlehem Steel Corporation and Subsidiary Companies; o the continuation of life, disability and accident insurance and medical plan coverage for three years; and o an additional payment equal to any Federal excise tax liability incurred as a result of payments to be made under the agreement or otherwise in connection with the change in control or the executive officer's termination of employment. For purposes of the agreements, the term "change in control" generally means: o a purchase of Bethlehem Common Stock, or securities convertible into Common Stock pursuant to a tender or exchange offer; 5 o the acquisition by certain third parties of 20% or more of the voting power of Bethlehem's outstanding stock; o a majority change in the composition of Bethlehem's Board of Directors; o the consummation of a merger or consolidation of Bethlehem with another company resulting in more than a 25% change in stock ownership; o the approval by Bethlehem's stockholders of a plan of liquidation; or o the dissolution of Bethlehem or the sale of all or substantially all of Bethlehem's assets. STOCK OPTION/SAR GRANTS IN 2002 During 2002, no stock options or SARs were granted to the Named Executive Officers. AGGREGATED STOCK OPTION/SAR EXERCISES IN 2002 AND DECEMBER 31, 2002, STOCK OPTION VALUES
Number of Shares Value of Unexercised Underlying Unexercised In-the-Money Shares Acquired Value Options/SARs at 12/31/02 (#) Options/SARs at 12/31/02 on Exercise(#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable - --------------------------------------------------------------------------------------------------------------------- Robert S. Miller, Jr. 0 0 200,000/0 0/0 Leonard M. Anthony 0 0 22,200/18,000 0/0 Lonnie A. Arnett 0 0 100,000/27,000 0/0 Ronald F. Chango 0 0 39,200/39,500 0/0 William H. Graham 0 0 107,250/23,750 0/0 - --------------------------------------------------------------------------------------------------------------------- PENSION PLAN TABLE Estimated Annual Retirement Benefit - --------------------------------------------------------------------------------------------------------------------- 25 30 35 40 Covered Years of Years of Years of Years of Compensation Service Service Service Service - --------------------------------------------------------------------------------------------------------------------- $ 300,000 $ 118,125 $ 141,750 $ 165,750 $ 189,750 400,000 157,500 189,000 221,000 258,000 500,000 196,875 236,250 276,250 316,250 600,000 236,250 283,500 331,500 379,500 700,000 275,625 330,750 386,750 442,750 800,000 315,000 378,000 442,000 506,000 900,000 354,375 425,250 497,250 569,250 1,000,000 393,750 472,500 552,500 632,500 - ---------------------------------------------------------------------------------------------------------------------
6 The table above shows the estimated annual retirement benefit (before any deductions, including social security benefits) payable in the aggregate to Bethlehem's Named Executive Officers, other than Mr. Miller, under its qualified defined benefit pension plan, its Excess Benefit Plan and its Supplemental Benefits Plan. The retirement benefit eligibility of Mr. Miller is not determinable at this time because of his minimal service. The benefit levels in the table assume retirement at age 62, the years of service shown and payment in the form of a single life annuity. Individually owned annuities were purchased in 1993, 1997, 1999 and 2001 to secure a portion of the unfunded benefits payable to certain of the Named Executive Officers under the Excess Benefit Plan and the Supplemental Benefits Plan. The amount of the benefits that were funded by the purchase of the annuities was based on the funded level of Bethlehem's defined benefit pension plan at June 30, 1993, for the 1993 annuities, and December 31, 1996, for the 1997 annuities. For the 1999 and 2001 annuities, the purchases were based on a funding target, taking into account prior annuity purchases, of 75% of all Excess Benefit Plan and Supplemental Benefits Plan benefits. Covered compensation for purposes of determining retirement benefits for the Named Executive Officers generally consists of salary and incentive compensation reported in the "Bonus" column in the Summary Compensation Table. The monthly retirement benefit payable is generally determined by multiplying average monthly covered compensation (for salary, the highest consecutive 60 months in the last 120 months of continuous service and for incentive compensation, the five highest 12-month periods, whether or not consecutive, in the last 120 months of continuous service) times 1.575% times the number of credited years of service up to 30 years and 1.6% for years over 30 years. Benefits are also subject to a deduction for social security benefits as well as certain other adjustments. As of December 31, 2002, the credited years of service under the Pension Plan or Supplemental Benefits Plan for Messrs. Miller, Anthony, Arnett, Chango and Graham were one year, 24 years, 34 years, 32 years and 30 years, respectively. On December 18, 2002, the Pension Benefit Guaranty Corporation ("PBGC") filed a complaint in the United States District Court for the Eastern District of Pennsylvania alleging there was sufficient cause under applicable laws to terminate the Pension Plan. The complaint requests, among other things, that the PBGC be appointed as the Plan's trustee and December 18, 2002 be established as the Plan's termination date. Bethlehem is considering all legal options. A termination would require Bethlehem to transfer administration responsibilities for the Plan and transfer ownership of the Plan's assets to the PBGC and would materially affect the benefits described above. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. STOCK OWNERSHIP OF DIRECTOR NOMINEES AND EXECUTIVE OFFICERS The following table shows the shares of Bethlehem Common Stock beneficially owned, directly or indirectly, by each current director, Messrs. Miller, Anthony, Arnett, Chango and Graham, and all directors and executive officers as a group on February 28, 2003. None of the directors or executive officers of Bethlehem, except for Mr. Kamen, own any shares of Bethlehem 7 Preferred Stock or ESOP Preference Stock. Mr. Kamen beneficially owns 1,000 shares of Bethlehem $5.00 Preferred Stock.
Amount and Nature of Name Beneficial Ownership(1)(2) Percent of Class(3) - ------------------------------------------------------------------------------------------------------------ Benjamin R. Civiletti 5,200 (4) Worley H. Clark 6,000 (4) John B. Curcio 9,000 (4) Lewis B. Kaden 26,585 (4) Harry P. Kamen 12,900 (4) William M. Landuyt 23,588 (4) Robert S. Miller, Jr. 238,074 (4) Shirley D. Peterson 8,500 (4) John F. Ruffle 6,000 (4) Leonard M. Anthony 71,705 (4) Lonnie A. Arnett 172,251 (4) Ronald F. Chango 108,684 (4) William H. Graham 185,881 (4) 20 directors and executive officers as a group (including those named above) 1,468,569 2% - ------------------------------------------------------------------------------------------------------------
(1) The figures shown include a total of 88,705 shares allocated as of February 28, 2003 to the accounts of participants under the Savings Plan for Salaried Employees of Bethlehem Steel Corporation and Subsidiary Companies. Bethlehem matches employee contributions up to 4% of base salary. These matching contributions are in the form of Bethlehem Common Stock. Matching company contributions were temporarily suspended as of July 2001. Employees also have the option to have their contributions invested in Bethlehem Common Stock. As of February 28, 2003, there were approximately 2,800 participants holding a total of 9,083,283 shares of Bethlehem Common Stock in the Savings Plan, representing approximately 8% of total outstanding shares. (2) The Securities and Exchange Commission deems a person to have beneficial ownership of all shares which that person has the right to acquire within 60 days. The figures shown include fully vested stock options and stock options subject to acquisition within 60 days that were granted under the 1988, 1994, 1998 and 2001 Stock Incentive Plans of Bethlehem to the following individuals and group: Mr. Miller, 200,000 shares; Mr. Anthony, 29,700 shares; Mr. Arnett, 113,500 shares, Mr. Chango, 56,200 shares; and Mr. Graham, 119,750 shares; and the directors and executive officers as a group, 870,850 shares. (3) Based upon 131,303,416 total outstanding shares of Bethlehem Common Stock on February 28, 2003. (4) The number of shares deemed to be owned by each director or executive officer represents less than 1% of the outstanding shares. FIVE PERCENT STOCKHOLDERS On February 28, 2003, there were outstanding a total of (a) 131,303,416 shares of Bethlehem Common Stock, owned of record by approximately 30,000 stockholders and (b) 1,954,348 shares of Bethlehem ESOP Preference Stock, beneficially owned under a qualified plan by approximately 11,400 participants. 8 To the knowledge of the Board, no other person beneficially owned 5% or more of Bethlehem Common Stock or ESOP Preference Stock. Equity Compensation Plan Information as of December 31, 2002
NUMBER OF SECURITIES NUMBER OF SECURITIES REMAINING AVAILABLE FOR TO BE ISSUED WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER UPON EXERCISE OF EXERCISE PRICE OF EQUITY COMPENSATION PLANS OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A)) PLAN CATEGORY (A) (B) (C) - ------------------------------------------------------------------------------------------------------------------------ Equity compensation plans approved by security holders(1) 6,234,854 $11.00 5,254,550 Equity compensation plans not approved by security holders(2) --------- ------ --------- Total 6,234,854 $11.00 5,254,550 - ------------------------------------------------------------------------------------------------------------------------
(1) The information listed relates to various stock incentive plans approved by Bethlehem's stockholders. Stockholders also approved Bethlehem's 1994 Non-employee Directors Stock Plan, as described under "Director Compensation" of this Report. Under that plan, 100,000 shares of Bethlehem Common Stock were authorized for issuance. As of December 31, 2002, 41,000 shares have been issued and 59,000 shares remain available for issuance under that plan. (2) All equity compensation plans have been approved by security holders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Pursuant to the terms of a 1999 labor agreement with the United Steelworkers of America ("USWA"), the USWA has the right to designate a nominee for consideration by the Committee on Directors and the Board of Directors for one seat on the Board. The nominee is to be a prominent individual with experience in public service, labor, education or business. The nominee shall not be or become, while serving as a director, an officer, employee or director of the USWA. Subject to complying with the same standards of conduct as every other Bethlehem director, and subject to annual election by the stockholders, the USWA nominee will serve as a director during the term of the 1999 labor agreement, which terminates July 31, 2004. Mr. Kaden, who has been the USWA's designated nominee throughout the term of the 1993 labor agreement, was again designated by the USWA for consideration as a director of Bethlehem by the Committee on Directors. The Committee on Directors has recommended that Mr. Kaden continue to serve as the USWA designated member of the Board. As noted above, Mr. Civiletti is Chairman of Venable, Baetjer and Howard and Mr. Kaden is a partner of Davis Polk & Wardwell. Both of these law firms render legal services to Bethlehem in the ordinary course of business. 9 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, Bethlehem Steel Corporation has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 28th day of March, 2003. BETHLEHEM STEEL CORPORATION, By: /s/ Lonnie A. Arnett ---------------------------------------- Lonnie A. Arnett Vice President and Controller (principal accounting officer) CWCE727 -----END PRIVACY-ENHANCED MESSAGE-----