-----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, SbuFTUIxiPsMslHxPulGALHoXflrWDTsDJ5Umt5i3oJRP9xkbfMZGAtYA/3lpM7J gSDmrjBvXjOCsgS8+OFbUA== 0000909518-03-000268.txt : 20030513 0000909518-03-000268.hdr.sgml : 20030513 20030513110617 ACCESSION NUMBER: 0000909518-03-000268 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030507 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030513 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: 03694320 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 mv5-13_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): May 7, 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 2. ACQUISITION OR DISPOSITION OF ASSETS On May 12, 2003, the Registrant issued a press release announcing that on May 7, 2003 it completed the previously announced sale of substantially all of its assets to International Steel Group ("ISG") for a purchase price consisting of approximately $857 million in cash (approximately $737 million of which was paid at the closing and the remaining $120 million of which is payable within 75 days of closing), ISG Class B Common Stock having an expected value of $15 million (which is available to be distributed to general unsecured creditors) and the assumption of certain liabilities. The purchase price, valued by ISG at approximately $1.5 billion in the aggregate, was arrived at through arms-length negotiations. The press release, which is filed as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference, contains a more complete description of such event. Amendments to the agreement in respect of such sale were entered into as of April 22, 2003 and May 6, 2003, and are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Exhibit No. Description - ----------- ----------- 10.1 Amendment No. 1 to Asset Purchase Agreement, dated as of April 22, 2003 10.2 Amendment No. 2 to Asset Purchase Agreement, dated as of May 6, 2003 99.1 Press Release, dated May 12, 2003, announcing the completion of the previously announced sale of substantially all of the Registrant's assets to International Steel Group 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: May 12, 2003 BETHLEHEM STEEL CORPORATION By: /s/ L. A. Arnett ----------------------------------- L. A. Arnett Vice President and Controller 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 10.1 Amendment No. 1 to Asset Purchase Agreement, dated as of April 22, 2003 10.2 Amendment No. 2 to Asset Purchase Agreement, dated as of May 6, 2003 99.1 Press Release, dated May 12, 2003, announcing the completion of the previously announced sale of substantially all of the Registrant's assets to International Steel Group 4 EX-10 3 mv5-12_exhs.txt 10.1 Exhibit 10.1 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT Amendment dated as of April 22, 2003 (this "Amendment") to that Asset Purchase Agreement, dated as of March 12, 2003 (the "Asset Purchase Agreement") by and among Bethlehem Steel Corporation, a Delaware corporation ("Parent"), the other Sellers (as defined in the Asset Purchase Agreement), ISG Acquisition Inc., a Delaware corporation ("Buyer"), and International Steel Group Inc., a Delaware corporation ("ISG"). BACKGROUND INFORMATION A. Section 11.10 of the Asset Purchase Agreement provides that the Asset Purchase Agreement may be amended by a written instrument executed by ISG, Buyer and Parent. B. ISG, Buyer and Parent desire to amend the Asset Purchase Agreement. STATEMENT OF AGREEMENT In consideration of the premises and their respective representations, warranties, covenants and undertakings herein contained, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. Capitalized terms used in this Amendment and not defined herein shall have the respective meanings assigned them in the Asset Purchase Agreement. ARTICLE II AMENDMENTS Section 2.1 Amendment to Section 1.2(a). Schedule 1.2(a) to the Asset Purchase Agreement is hereby amended by addition of the items listed on Exhibit A. Section 2.2 Amendment to Section 1.3. Section 1.3(h) of the Asset Purchase Agreement is hereby amended by adding the words "and the subsidiaries of Keystone Railroad LLC which are Sellers" after the words "Railroad Subsidiaries". Section 2.3 Amendment to Section 1.6(f). Section 1.6(f) of the Asset Purchase Agreement is hereby amended (i) to replace the words "either or both" with the words "any or all" and to insert ", the RZB Loan" after the words "the CCC Loan", all in the first sentence, and (ii) to insert ", the RZB Loan" after the words "the CCC Loan" in each place where such words appear in the second sentence. Section 2.4 Amendment to Section 2.2. Section 2.2(a) of the Asset Purchase Agreement is hereby amended (i) by deletion of the word "or" and insertion of a "," immediately prior to "(y)" and (ii) by the insertion of the phrase "or (z) The Amended and Restated Credit Agreement, dated as of September 29, 2000, among Buyer, RZB Finance LLC and each other financial institution that may from time to time become a party thereto as lender, and RZB Finance LLC, as Administrative Agent and Collateral Agent, as amended from time to time in accordance with its terms (the "RZB Loan"). Section 2.5 Amendment to Section 5.3. (a) Section 5.3(c) of the Asset Purchase Agreement is hereby amended by the addition of the following sentences: "In lieu of the release described in clause (i)(D) above, Buyer may obtain an assignment of the Claims, Liens and rights described therein to ISG or any of its Affiliates. If prior to the confirmation of a plan of liquidation or a plan of reorganization for Parent ISG (or its Affiliates) receives any amount in respect of any claims against any Seller assigned by the PBGC to ISG (or its Affiliates), ISG (or its Affiliates) shall promptly pay such amount to Parent for payment of claims that are or will be entitled to secured or priority treatment under section 506 or 507 of the Bankruptcy Code or payment to Buyer as provided in Section 2.3." (b) Section 5.3(i) of the Asset Purchase Agreement is hereby deleted. (c) A new Section 5.3(k) is hereby added to the Asset Purchase Agreement, which shall read as follows: "(k) Miscellaneous Property Matters. The parties contemplate that, notwithstanding the provisions of Article I of this Agreement, certain real estate and related assets included within the Acquired Assets may be sold by one or more of Sellers to parties other than Buyer or its Affiliates before Closing, at Closing or after Closing. Such sales shall be undertaken, if at all, pursuant to separate letter agreements between Buyer and Parent and, in the event that any real estate or other assets are to be retained by Sellers and sold after the Closing, such arrangement shall be documented by letter agreement prior to the Closing." (d) A new Section 5.3(l) is hereby added to the Asset Purchase Agreement, which shall read as follows: "(l) Bethlehem Steel Foundation. The parties acknowledge that Bethlehem Steel Foundation ("BSF") is a nonprofit corporation qualified under Section 501(c)(3) of the Code. Accordingly, and notwithstanding Article I of this Agreement, (i) BSF shall not be required to transfer, or to permit the utilization of, any of its assets in violation of any law or court order, and (ii) the parties shall cooperate to identify and implement a reasonable means to provide Buyer with the benefit of its bargain with respect to BSF's assets that is not in violation of any law or any restrictions to which the assets to BSF are subject, whether that be by transferring ownership of BSF to an Affiliate of Buyer, transferring BSF's assets to a 501(c)(3) organization acceptable to Buyer and consistent with any restrictions to which the assets of BSF are subject, excluding such assets entirely from the Acquired Assets, or other means." 2 Section 2.6 Amendment to Section 5.5. Section 5.5 of the Asset Purchase Agreement is hereby amended by substituting the words "ISG or Buyer" for the word "Sellers" at the beginning of the last sentence thereof. ARTICLE III MISCELLANEOUS Section 3.1 Full Force and Effect. The Asset Purchase Agreement, as amended by this Amendment, remains in full force and effect. Section 3.2 Counterparts. This Amendment may be executed in counterparts, each of which shall be an original and all of which together shall constitute a single agreement. (The remainder of this page intentionally left blank) 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date first written above. INTERNATIONAL STEEL GROUP INC. By: /s/ Rodney B. Mott ------------------------------------------- Name: Rodney B. Mott Title: President / CEO ISG ACQUISITION INC. By: /s/ Rodney B. Mott ------------------------------------------- Name: Rodney B. Mott Title: President / CEO BETHLEHEM STEEL CORPORATION By: /s/ Leonard M. Anthony ------------------------------------------- Name: Leonard M. Anthony Title: Senior Vice President and Chief Financial Officer 4 EX-10 4 mv5-13_ex102.txt 10.2 Exhibit 10.2 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT Amendment dated as of May 6, 2003 (this "AMENDMENT") to that Asset Purchase Agreement, dated as of March 12, 2003 and amended by Amendment No. 1 thereto, dated as of April 22, 2003 (the "ASSET PURCHASE AGREEMENT") by and among Bethlehem Steel Corporation, a Delaware corporation ("PARENT"), the other Sellers (as defined in the Asset Purchase Agreement), ISG Acquisition Inc., a Delaware corporation ("BUYER"), and International Steel Group Inc., a Delaware corporation ("ISG"). BACKGROUND INFORMATION A. Section 11.10 of the Asset Purchase Agreement provides that the Asset Purchase Agreement may be amended by a written instrument executed by ISG, Buyer and Parent. B. ISG, Buyer and Parent desire to amend the Asset Purchase Agreement and certain Disclosure Schedules related thereto. STATEMENT OF AGREEMENT In consideration of the premises and their respective representations, warranties, covenants and undertakings herein contained, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. Capitalized terms used in this Amendment and not defined herein shall have the respective meanings assigned them in the Asset Purchase Agreement. ARTICLE II AMENDMENTS Section 2.1 Amendment to Article 1. (a) Section 1.1(m) of the Asset Purchase Agreement is hereby amended by deleting the words "and Section 5.3(i)". (b) Section 1.1(r) of the Asset Purchase Agreement is hereby amended by deleting the word "and" at the end of that section. (c) Section 1.1(s) of the Asset Purchase Agreement is hereby amended by replacing the period at the end of that section with a semicolon immediately followed by the word "and". (d) A new Section 1.1(t) is hereby added to the Asset Purchase Agreement and reads in its entirety as follows: "(t) all (i) of Keystone Railroad LLC's equity interest in BethIntermodal LLC ("BETHINTERMODAL") and (ii) to the extent in the possession of Sellers, corporate seals, minute books, charter documents, record books, copies of Tax and financial records and such other files, books and records of Sellers relating to the organization, existence and capitalization of BethIntermodal." (e) Section 1.2 of the Asset Purchase Agreement is hereby amended by adding the phrase "(other than Hibbing Land Corporation ("HLC") and Bethlehem Hibbing Corporation ("BHC"))" after the occurrence of the words "Sellers'", "Sellers" and "any Seller" in each subsection thereof, other than subsection (a) thereof and in the text of Section 1.2. (f) Section 1.2(j) of the Asset Purchase Agreement is hereby amended by adding the words "or BethIntermodal" after each occurrence of the words "Joint Ventures". (g) Section 1.3 of the Asset Purchase Agreement is hereby amended by adding the phrase "(other than HLC and BHC)" after each occurrence of the words "Sellers" and "any Seller" in the text thereof and in each subsection thereof. (h) Section 1.3(f) of the Asset Purchase Agreement is hereby amended by replacing the term "Seller" appearing therein with the term "Sellers". Section 2.2 Amendment to Section 2.2. (a) Section 2.2(a) of the Asset Purchase Agreement is hereby amended by replacing the words "the Closing Date" in each place where such words appear with the date "April 30, 2003". (b) Section 2.2(a) of the Asset Purchase Agreement is hereby further amended by replacing the word "and" immediately preceding "(iv)" of Section 2.2(a) with a comma and by adding a new clause (v), which reads in its entirety as follows: "and (v) such amount shall be increased on a dollar-for-dollar basis by the amount of any interest on Seller's payment obligations arising under the Secured Financings (other than those Secured Financings, if any, being assumed by Buyer in connection with the transactions contemplated hereby) accrued and unpaid from 12:01 a.m., New York City time, on May 1, 2003 through and including the Closing Date." Section 2.3 Amendment to Section 3.2. (a) Section 3.2(a) of the Asset Purchase Agreement is hereby amended by adding the following sentence as the final sentence of Section 3.2(a): "At Closing, the conveyance of the following equity interests shall be deemed for all purposes to have occurred in the following sequence: first, Parent's equity interest in HLC shall be duly conveyed to Buyer or its Affiliates; second, BHC's equity interest in each of Ontario Iron Company and Hibbing Development Company shall be duly conveyed to Buyer or its Affiliates; and third, Parent's equity interest in BHC shall be duly conveyed to Buyer or its Affiliates." 2 (b) Section 3.2(b)(ii) of the Asset Purchase Agreement is hereby amended by replacing the words "the Closing" with the date "April 30, 2003." Section 2.4 Amendment to Section 3.4. Section 3.4(a) of the Asset Purchase Agreement is hereby amended by replacing each occurrence, other than the first occurrence, of the words "the Closing Date" with the date "April 30, 2003". Section 2.5 Amendment to Section 5.1. Section 5.1(a)(xii) is hereby amended by deleting the words "and Section 5.3(i)" after the word "Section 5.3(f)". Section 2.6 Amendment to Section 5.3. (a) The first sentence of Section 5.3(f) of the Asset Purchase Agreement is hereby amended by deleting the words "Except as provided in Section 5.3(i) with respect to Parent's interests in Hibbing Land Corporation and Bethlehem Hibbing Corporation". (b) Section 5.3(l) of the Asset Purchase Agreement is hereby deleted in its entirety. Section 2.7 Amendment to Section 7.2. (a) The introductory clause of Section 7.2 of the Asset Purchase Agreement is hereby amended by deletion of the following parenthetical: "(other than the condition contained in Section 7.2(c)". (b) Section 7.2(k) of the Asset Purchase Agreement is hereby deleted in its entirety. Section 2.8 Amendment to Section 12.1. The defined term "Sellers" is hereby amended by deleting the words "BethIntermodal LLC" and "Bethlehem Steel Foundation" included therein. Section 2.9 Amendment to Disclosure Schedules. Schedules 1.1(d), 1.1(m), 1.2(a), 4.1(h)(ii), 4.1(i) and 4.1(p) are hereby amended and restated as composite Exhibit A attached hereto. ARTICLE III MISCELLANEOUS Section 3.1 Full Force and Effect. The Asset Purchase Agreement, as amended by this Amendment, remains in full force and effect. Section 3.2 Counterparts. This Amendment may be executed in counterparts, each of which shall be an original and all of which together shall constitute a single agreement. (The remainder of this page intentionally left blank) 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date first written above. INTERNATIONAL STEEL GROUP INC. By: /s/ Rodney B. Mott ------------------------------------------- Name: Rodney B. Mott Title: President ISG ACQUISITION INC. By: /s/ Rodney B. Mott ------------------------------------------- Name: Rodney B. Mott Title: President BETHLEHEM STEEL CORPORATION By: /s/ Blaise E. Derrico ------------------------------------------ Name: Blaise E. Derrico Title: Treasurer 4 EX-99 5 mv5-13_ex991.txt 99.1 Exhibit 99.1 BETHLEHEM Bethlehem Steel Corporation Corporate Communications Division Public Affairs Department 1170 Eighth Avenue Bethlehem, PA 18016-7699 (610) 694-6308 - Phone (610) 694-1509 - Fax INTERNET HOMEPAGE ADDRESS http://www.bethsteel.com FOR IMMEDIATE RELEASE - -------------------------------------------------------------------------------- BETHLEHEM, Pa., May 12, 2003 - Bethlehem Steel Corporation announced today that, on May 7, 2003, it completed the sale of substantially all of its assets to International Steel Group (ISG) for cash, ISG Class B common stock and the assumption of certain liabilities. The transaction is expected to provide Bethlehem sufficient cash to satisfy all allowed secured, priority and administrative claims. The ISG Class B common stock received by Bethlehem, with an expected value of $15 million, is available to be distributed to general unsecured creditors, subject to confirmation of a plan of liquidation. No value will be distributed to holders of Bethlehem's common, preferred or preference equity. Bethlehem intends to file a chapter 11 liquidating plan with the U.S. Bankruptcy Court for the Southern District of New York within 60 days of closing, after the consummation of which its chapter 11 case can be closed. Media contact: Bette Kovach 610-694-6308 -----END PRIVACY-ENHANCED MESSAGE-----