-----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, JMu6sXOMgRM7dOvzjVTgl1qZl/b5jeiimsf0M6cnRm9utffS0qe/G32MaGPlYQJ9 3LdyxC+oS8+wp2Z7RilVAw== 0000909518-03-000648.txt : 20030827 0000909518-03-000648.hdr.sgml : 20030827 20030827164427 ACCESSION NUMBER: 0000909518-03-000648 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030827 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030827 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01941 FILM NUMBER: 03868977 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/A 1 jd8-27_8ka1.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------ Date of report (Date of earliest event reported): August 27, 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) ================================================================================ EXPLANATORY NOTE. This Amendment No. 1 to Form 8-K is being filed solely to correct certain information contained in Exhibit 99.1 filed with the original Form 8-K. 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 August 26, 2003, the Debtors filed with the Court an amended Monthly Operating Statement for the month of April 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 2 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. 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 and whether we will have sufficient funds to pay all of our allowed secured, administrative and priority claims. 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: August 27, 2003 BETHLEHEM STEEL CORPORATION By: /s/ Lonnie 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 jd8-27ex_99.txt 99.1 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) AMENDED MONTHLY OPERATING STATEMENT FOR THE PERIOD MARCH 1 TO APRIL 30, 2003 DEBTORS' ADDRESS: Bethlehem Steel Corporation 1170 Eighth Avenue Bethlehem, PA 18016 DISBURSEMENTS: March 1 to March 31, 2003 (millions): $307.4 April 1 to April 30, 2003 (millions) $291.6 (see attached schedule for disbursements by Debtor) NET INCOME (LOSS): March 1 to March 31, 2003 (millions): ($2,310.2) April 1 to April 30, 2003 (millions): $22.3 DEBTORS' ATTORNEY: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Jeffrey L. Tanenbaum (JT 9797) George A. Davis (GD 2761) 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: August 26, 2003 /s/ Lonnie A. Arnett --------------------------------- Lonnie A. Arnett Vice President, Controller and Chief Accounting Officer 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)
MARCH 31, 2003 APRIL 30, 2003 ------------------- ------------------------------------- MONTH ENDED MONTH ENDED FOUR MONTHS ENDED (unaudited) (unaudited) (unaudited) ------------------- ------------------ ----------------- NET SALES $ 313.8 $ 331.1 $ 1,238.8 ------------------- ------------------ ----------------- COSTS AND EXPENSES Cost of sales 291.9 286.4 1,152.5 Depreciation 20.8 10.7 70.8 Selling, administration and general expense 5.3 5.5 22.5 Impairment and other charges (Note 2) 2,300.0 - 2,300.0 ------------------- ------------------ ----------------- TOTAL COSTS AND EXPENSES 2,618.0 302.6 3,545.8 ------------------- ------------------ ----------------- INCOME (LOSS) FROM OPERATIONS (2,304.2) 28.5 (2,307.0) REORGANIZATION ITEMS (Note 4) (1.9) (2.1) (7.7) FINANCING EXPENSE - NET (Note 5) (4.1) (4.1) (16.7) ------------------- ------------------ ----------------- INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE (2,310.2) 22.3 (2,331.4) CUMULATIVE EFFECT OF ACCOUNTING CHANGE (Note 3) - - (12.5) ------------------- ------------------ ----------------- NET INCOME (LOSS) (2,310.2) 22.3 (2,343.9) DIVIDEND REQUIREMENTS ON PREFERRED AND PREFERENCE STOCK 3.2 3.2 13.0 ------------------- ------------------ ----------------- NET INCOME (LOSS) APPLICABLE TO COMMON STOCK $ (2,313.4) $ 19.1 $ (2,356.9) =================== ================== ================= NET INCOME (LOSS) PER COMMON SHARE (basic and diluted): Net income (loss) before cumulative effect of accounting change $ (17.62) $ 0.15 $ (17.85) Cumulative effect of accounting change - - $ (0.10) ------------------- ------------------ ----------------- Net income (loss) per common share $ (17.62) $ 0.15 $ (17.95) =================== ================== ================= AVERAGE SHARES OUTSTANDING: Basic and Diluted 131.3 131.3 131.3
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 SHEETS (dollars in millions)
APRIL 30, MARCH 31, 2003 2003 (NOTE 2) (unaudited) (unaudited) ------------------- -------------------- ASSETS Current Assets: Cash and cash equivalents $ 40.9 $ 90.2 Receivables - net 372.3 377.3 Inventories: Raw materials 215.9 210.9 Finished and semifinished 526.0 492.1 ------------------- -------------------- Total Inventories 741.9 703.0 Other current assets 9.1 15.0 ------------------- -------------------- TOTAL CURRENT ASSETS 1,164.2 1,185.5 INVESTMENTS AND MISCELLANEOUS ASSETS (Note 2) 13.4 12.0 PROPERTY, PLANT AND EQUIPMENT - net (Notes 2 and 3) 347.9 347.1 ------------------- -------------------- TOTAL ASSETS $ 1,525.5 1,544.6 =================== -------------------- LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable $ 166.7 202.3 Accrued employment costs 94.1 91.4 Secured debt and capital lease obligations - current 693.0 690.1 Other current liabilities 83.3 108.0 ------------------- -------------------- TOTAL CURRENT LIABILITIES 1,037.1 1,091.8 SECURED DEBT AND CAPITAL LEASE OBLIGATIONS 80.5 80.1 DEFERRED GAIN AND OTHER LONG-TERM LIABILITIES (Note 3) 123.5 116.7 LIABILITIES SUBJECT TO COMPROMISE (Note 6) 6,100.4 6,077.7 ------------------- -------------------- TOTAL LIABILITIES 7,341.5 7,366.3 -------------------- NET LIABILITIES IN LIQUIDATION (Note 2) $ (5,821.7) ==================== STOCKHOLDERS' DEFICIT: Preferred Stock 11.3 Preference Stock 1.9 Common Stock 136.3 Common Stock held in treasury at cost (65.9) Additional paid-in capital 1,910.2 Accumulated other comprehensive loss (1,905.0) Accumulated deficit (5,904.8) ------------------- TOTAL STOCKHOLDERS' DEFICIT (5,816.0) ------------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,525.5 ===================
The accompanying Notes are an integral part of the Consolidated Financial Statements. See Note 8 for Consolidated Statement of Net Liabilities 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)
MARCH 31, 2003 APRIL 30, 2003 ----------------- ---------------------------------------- MONTH ENDED MONTH ENDED FOUR MONTHS ENDED (unaudited) (unaudited) (unaudited) ----------------- ------------------ ------------------ OPERATING ACTIVITIES: Net income (loss) $ (2,310.2) $ 22.3 $ (2,343.9) Adjustments for items not affecting cash from operating activities Depreciation 20.8 10.7 70.8 Impairment and other charges (Note 2) 2,300.0 - 2,300.0 Cumulative effect of accounting change (Note 3) - - 12.5 Recognition of deferred gains (1.8) (1.8) (7.2) Reorganization items 1.9 2.1 7.7 Other - net 0.8 (1.2) 0.7 Working capital (excluding financing and investing activities): Receivables (26.2) (5.0) (27.6) Inventories 5.0 38.9 38.9 Accounts payable 0.6 34.0 33.0 Other 6.1 (15.1) (12.0) Retiree healthcare and life insurance benefit payments (more) less than expense (Note 1) 3.5 (19.0) (7.3) ----------------- ------------------ ------------------ CASH PROVIDED BY OPERATING ACTIVITIES BEFORE REORGANIZATION ITEMS 0.5 65.9 65.6 Reorganization items (1.9) (2.1) (7.7) ----------------- ------------------ ------------------ CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES (1.4) 63.8 57.9 ----------------- ------------------ ------------------ INVESTING ACTIVITIES: Capital expenditures (4.6) (10.4) (26.1) Cash proceeds from asset sales 6.8 1.5 11.9 ----------------- ------------------ ------------------ CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 2.2 (8.9) (14.2) ----------------- ------------------ ------------------ FINANCING ACTIVITIES: Borrowings - - 15.0 Debt and capital lease payments (3.0) (3.4) (25.5) Other payments (2.5) (2.2) (10.6) ----------------- ------------------ ------------------ CASH USED FOR FINANCING ACTIVITIES (5.5) (5.6) (21.1) ----------------- ------------------ ------------------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4.7) 49.3 22.6 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 45.6 40.9 67.6 ----------------- ------------------ ------------------ - END OF PERIOD 40.9 90.2 90.2 AVAILABLE BORROWING UNDER COMMITTED BANK CREDIT ARRANGEMENTS 148.1 148.1 148.1 ----------------- ------------------ ------------------ TOTAL LIQUIDITY AT END OF MONTH $ 189.0 $ 238.3 $ 238.3 ================= ================== ================== SUPPLEMENTAL CASH INFORMATION: Interest and other financing costs, net of amount capitalized $ 3.1 $ 6.1 $ 18.7
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 APRIL 30, 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. On October 15, 2001, Bethlehem Steel Corporation and 22 of its wholly owned subsidiaries (collectively, the Debtors) filed voluntary petitions for reorganization under chapter 11 of the United States Code (the Code) in the United States Bankruptcy Court for the Southern District of New York (the Court). On March 12, 2003, we signed an asset purchase agreement (APA) to sell substantially all of our assets to a subsidiary of International Steel Group, Inc. (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, administrative and priority claims. Under the terms of the APA, the ISG Class B common stock with an expected value of $15 million is available to be distributed to the general unsecured creditors upon confirmation by the Court of a chapter 11 liquidating plan. No value will be distributed to holders of Bethlehem's common, preferred or preference equity. The APA was approved by the Court on April 22, 2003. In connection with the approval of the APA, among other matters, the United Steelworkers of America agreed to release substantially all claims against Bethlehem and subsidiary companies; the trustees of the funds under the Coal Industry Health Benefit Retiree Act of 1992 agreed to withdraw their civil action filed on March 18, 2003 in the United States District Court for the District of Columbia for injunctive relief and agreed to settle certain claims against Bethlehem and "related persons;" and the Pension Benefit Guaranty Corporation (PBGC) agreed to release certain claims against any member of Bethlehem's "controlled group" under Title IV of ERISA. Closing was completed on May 7, 2003, however, the opening of business on May 1, 2003 is the effective closing date for financial purposes. As a result of the sale of substantially all of our assets to ISG, Bethlehem no longer has operations effective April 30, 2003 and is in the process of liquidating the Company. Bethlehem filed a chapter 11 plan of liquidation and a disclosure statement with the Court on July 29, 2003. A hearing is tentatively scheduled with the Court on October 22, 2003 to confirm the plan of liquidation. Following the effectiveness of its plan of liquidation, Bethlehem's chapter 11 case can be closed. On March 25, 2003, the Court approved a motion under section 1114 of the Code terminating health care and life insurance benefits (OPEB) for claims incurred after March 31, 2003, for substantially all current and future retired employees and their eligible dependents. Claims incurred on or before March 31, 2003 and received on or before May 31, 2003 will be paid. The Court also required, if sufficient funds are available, Bethlehem to reimburse up to two weeks of COBRA premiums paid by Bethlehem's COBRA enrollees after all allowed secured, priority and administrative claims have been paid. Any remaining cash will be paid to ISG under the terms of the APA. On December 18, 2002, the 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 of Bethlehem Steel Corporation and Subsidiary Companies (the Pension Plan). The complaint requested, among other things, that December 18, 2002 be established as the Pension Plan's termination date and that the PBGC be appointed the Pension Plan's ERISA trustee with full responsibility for managing Pension Plan assets and administering Pension Plan benefits. By agreement dated April 30, 2003, the litigation was resolved on the basis that the Pension Plan be terminated effective December 18, 2002 and the PBGC assume the duties of ERISA trustee of the Pension Plan effective April 30, 2003. As a result of the PBGC's action to terminate Bethlehem's Pension Plan, we are not recording any pension expense in 2003. 2. As a result of the events mentioned in Note 1, Bethlehem recorded in March 2003 a loss for impairment of long-lived assets of approximately $2.3 billion and a loss for unrecognized past service cost resulting from the termination of OPEB of $10 million. In addition, Bethlehem adopted the liquidation basis of accounting as of April 30, 2003. The liquidation basis of accounting requires Bethlehem to accrue approximately $28 million as an estimate for expenses to be incurred during the period through closing the chapter 11 case. It also requires that assets be stated at their estimated net realizable value which was accomplished with the impairment charge recognized in March 2003. Bethlehem's pre-petition unsecured liabilities of approximately $6 billion continue to be valued at their historical basis until "legal release" by the Court. This release will occur when the ISG Class B common stock, with an expected value of $15 million becomes available to distribute to pre-petition unsecured creditors. Such creditors are also entitled to receive the benefits of any bankruptcy avoidance claims that Bethlehem may have. The pro forma statement of net liabilities as of April 30, 2003 reflecting (1) the adoption of the liquidation basis of accounting, (2) the sale of substantially all of our assets to ISG and (3) the revaluation of liabilities upon "legal release" to the anticipated settlement value of the ISG Class B common stock follows ($ in millions): BETHLEHEM STEEL CORPORATION PRO FORMA CONSOLIDATED STATEMENT OF NET LIABILITIES APRIL 30, 2003
(a) Liquidation Historical Accounting Net Liabilities (b) ASSETS April 30 Adjustments April 30 Adjustments Pro Forma ---------------- --------------- ---------------- ----------------- ---------------- Current Assets: Cash and cash Equivalents $ 90.2 $ $ 90.2 $ 7.8 $ 98.0 Receivables 377.3 377.3 (257.3) 120.0 Inventories 703.0 703.0 (703.0) - Other current assets 15.0 15.0 (5.0) 10.0 ---------------- ---------------- ----------------- ---------------- Total Current Assets 1,185.5 1,185.5 (957.5) 228.0 Investments and Miscellaneous Assets 12.0 12.0 3.0 15.0 Property, Plant and Equipment - net 347.1 347.1 (347.1) - ---------------- ---------------- ----------------- ---------------- Total Assets 1,544.6 1,544.6 (1,301.6) 243.0 ---------------- ---------------- ----------------- ---------------- LIABILITIES Current Liabilities: Accounts payable 202.3 202.3 (202.3) - Accrued employment costs 91.4 91.4 10.6 102.0 Secured debt and capital lease obligations-current 690.1 690.1 (690.1) - Other current liabilities 80.0 28.0 108.0 33.0 141.0 ---------------- --------------- --------------- ---------------- ---------------- Total Current Liabilities 1,063.8 28.0 1,091.8 (848.8) 243.0 Secured Debt and Capital Lease Obligations 80.1 80.1 (80.1) - Deferred Gains and Other Long-Term Liabilities 116.7 116.7 (116.7) - Liabilities Subject to Compromise 6,077.7 6,077.7 (6,077.7) - ---------------- --------------- --------------- ---------------- ---------------- Total Liabilities 7,338.3 28.0 7,366.3 (7,123.3) 243.0 Net Liabilities $ (5,793.7) $ (28.0) $ (5,821.7) $ 5,821.7 $ - ================ ================ =============== ================ ================
Notes: a - To reflect accrual for estimated costs through closing the chapter 11 case. b- To reflect sale of substantially all of Bethlehem's assets to ISG and to write-down liabilities of approximately $5.9 billion to anticipated settlement amount. A summary of changes in net liabilities from March 31 to April 30, 2003 follows ($ in millions): Stockholders' Deficit at March 31, 2003 $ (5,816.0) April 2003 net income 22.3 Adoption of liquidation accounting: Accrual of estimated costs through closing the chapter 11 case (28.0) ------------------ Net liabilities at April 30, 2003 $ (5,821.7) ==================
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 $12 million charge for the "cumulative effect of a change in accounting principle" to account for depreciation and interest expense that would have been recorded since the affected assets were placed in service through December 31, 2002. 4. Net costs resulting from reorganization of the businesses have been reported in the statement of operations separately as reorganization items. For the month ended March 31, 2003 and the month and four-month periods ended April 30, 2003 the following have been recorded ($ in millions):
Month Ended Four Months ----------------------------------- Ended March 31 April 30 April 30 ----------------- ----------------- ------------------- Professional and other fees $ 1.9 $ 2.1 $ 7.8 Interest income - - (0.1) ----------------- ----------------- ------------------- Total $ 1.9 $ 2.1 $ 7.7 ================= ================= ===================
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 for the month periods ended March 31 and April 30, 2003 and $15 million for the four-month period ended April 30, 2003. 6. Liabilities subject to compromise at March 31 and April 30, 2003 follow ($ in millions): March 31 April 30 ------------------- -------------------- Pension $ 2,849.0 $ 2,849.0 Other postemployment benefits 2,081.9 2,063.1 Unsecured debt 526.7 526.7 Accounts payable 190.6 188.9 Accrued employment costs 180.7 179.0 Other accrued liabilities 204.8 204.3 Accrued taxes and interest 66.7 66.7 ------------------- -------------------- Total $ 6,100.4 $ 6,077.7 =================== ==================== The bar date by which creditors, other than employees and former employees, were required to file proofs of claim with the Court was September 30, 2002. On May 14, 2003, the Court approved an order to establish July 11, 2003 as the bar date by which employees and former employees as creditors will be required to file proofs of claims. Differences between the amounts reflected on Bethlehem's records and claims by creditors will be investigated and resolved in connection with our claims resolution process. That process has commenced and, in light of the number of creditors, will take considerable time to complete. Accordingly, the ultimate number and amount of allowed claims is not presently known. It is reasonably possible that the amount of claims ultimately allowed by the Court will differ materially from the amounts presently recorded by Bethlehem. These amounts are not currently capable of being reasonably estimated. Under the terms of the APA mentioned in Note 1, the ISG Class B common stock with an expected value of $15 million together with any bankruptcy avoidance claims that Bethlehem may have are the only assets available for distribution to allowed unsecured claimants. 7. Because of our chapter 11 filing, we are in default under the construction loan agreements of our Columbus Coating Company (CCC) subsidiary. This event of default would allow the lenders to call the full amount of the loan. We believe that the market value of CCC exceeds the net loan amount. As part of the sale of assets to ISG, ISG has assumed the net outstanding debt. 8. Summarized Consolidated Statement of Operations for the four-month period ended and Statement of Net Liabilities as of April 30, 2003 for the Debtors only follows ($ in millions): SUMMARIZED CONSOLIDATED STATEMENT OF OPERATIONS Net Sales $ 1,230.6 Costs and Expenses 1,228.5 Special Charges (Note 2) 2,300.0 ------------------ Loss from Operations (2,297.9) Reorganization Items (7.7) Financing Expense - Net (15.5) Equity in Loss of Unconsolidated Subsidiaries (12.5) ------------------ Loss Before Cumulative Effect of Accounting Change (2,333.6) Cumulative Effect of Accounting Change (Note 3) (10.3) ------------------ Net Loss (2,343.9) Dividend Requirements on Preferred and Preference Stock 13.0 ------------------ Net Loss Applicable to Common Stock $ (2,356.9) ================== SUMMARIZED CONSOLIDATED STATEMENT OF NET LIABILITIES ASSETS Current Assets: Cash and cash equivalents $ 81.5 Receivables - net 372.5 Inventories 654.1 Other current assets 11.7 ----------------- Total Current Assets 1,119.8 Investments and Miscellaneous Assets 135.4 Property, Plant and Equipment - net 146.6 ----------------- Total Assets 1,401.8 ----------------- LIABILITIES Current Liabilities: Accounts payable 189.8 Accrued employment costs 79.7 Secured debt and capital lease obligations-current 628.1 Other current liabilities 93.3 ----------------- Total Current Liabilities 990.9 Secured Debt and Capital Lease Obligations 80.1 Deferred Gains and Other Long-Term Liabilities 75.5 Liabilities Subject to Compromise 6,077.7 ----------------- Total Liabilities 7,224.2 ----------------- Net Liabilities $ (5,822.4) ================= BETHLEHEM STEEL CORPORATION CASE NO. 01-15288 (BRL) THROUGH 01-015302, 01-15308 THROUGH 01-15315 (BRL) MONTHLY OPERATING REPORT SCHEDULE OF DISBURSEMENTS
Three Four Month Ended Months Ended Month Ended Months Ended (dollars in thousands) March 31, 2003 March 31, 2003 April 30, 2003 April 30, 2003 ----------------- ---------------- ----------------- ---------------- Bethlehem Steel Corporation $304,857 $961,090 $289,366 $1,250,456 Alliance Coating Company, LLC 1,428 3,528 1,416 4,944 BethEnergy Mines Inc. 211 578 162 740 Bethlehem Cold Rold Corporation 0 1 0 1 Bethlehem Development Corporation 0 0 0 0 Bethlehem Rail Corporation 6 19 5 24 Bethlehem Steel de Mexico, S.A. de C.V. 47 171 43 214 Bethlehem Steel Export Company of Canada, Limited 0 0 0 0 Bethlehem Steel Export Corporation 0 0 0 0 BethPlan Corp. 0 0 0 0 Chicago Cold Rolling, L.L.C. 516 2,222 467 2,689 Eagle Nest Inc. 0 0 0 0 Encoat North Arlington, Inc. 252 530 0 530 Energy Coatings Company 1 18 1 19 Greenwood Mining Corporation 0 0 0 0 HPM Corporation 0 0 0 0 Kenacre Land Corporation 0 0 0 0 LI Service Company 113 408 123 531 Marmoraton Mining Company, Ltd. 6 23 0 23 Mississippi Coatings Limited Corporation 0 294 0 294 Mississippi Coatings Line Corporation 0 7 0 7 Ohio Steel Service Company, LLC 0 0 0 0 Primeacre Land Corporation 10 36 13 49 ----------------- ---------------- ----------------- ---------------- $307,447 $968,925 $291,596 $1,260,521
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 the U.S. Trustee upon request. -----END PRIVACY-ENHANCED MESSAGE-----