-----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, MKUZjb7wZX/OqwIDOPDv5pVMYfb5DgEagWZVyVF0pyHNgizq9cJqmhw1mvJ44WVQ v6qs1WY5r6VHWJDwNvj/8g== 0000909518-03-000799.txt : 20031023 0000909518-03-000799.hdr.sgml : 20031023 20031023171433 ACCESSION NUMBER: 0000909518-03-000799 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031023 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-23688 FILM NUMBER: 03954704 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 POS AM 1 jd10-17_s8.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENTS UNDER THE SECURITIES ACT OF 1933 BETHLEHEM STEEL CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 24-0526133 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1170 EIGHTH AVENUE BETHLEHEM, PENNSYLVANIA 18018-2217 (610) 694-2424 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) SAVINGS PLAN FOR SALARIED EMPLOYEES OF BETHLEHEM STEEL CORPORATION AND SUBSIDIARY COMPANIES 1994 NON-EMPLOYEE DIRECTORS STOCK PLAN OF BETHLEHEM STEEL CORPORATION BETHLEHEM STEEL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN 1988 STOCK INCENTIVE PLAN OF BETHLEHEM STEEL CORPORATION 1994 STOCK INCENTIVE PLAN OF BETHLEHEM STEEL CORPORATION 1998 STOCK INCENTIVE PLAN OF BETHLEHEM STEEL CORPORATION LUKENS INC. 1985 STOCK OPTION AND APPRECIATION PLAN LUKENS INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS EMPLOYMENT AGREEMENT DATED OCTOBER 12, 1991, BETWEEN R. WILLIAM VAN SANT AND LUKENS INC. CAPITAL ACCUMULATION PLAN FOR CERTAIN SALARIED EMPLOYEES OF BETHLEHEM LUKENS PLATE DIVISION BETHLEHEM LUKENS PLATE DIVISION GROUP CAPITAL ACCUMULATION PLAN CAPITAL ACCUMULATION PLAN FOR CERTAIN HOURLY EMPLOYEES OF BETHLEHEM LUKENS PLATE DIVISION (USW, AFL-CIO, COATESVILLE, PA) CAPITAL ACCUMULATION PLAN FOR CERTAIN HOURLY EMPLOYEES OF WASHINGTON STEEL CORPORATION (HOUSTON AND WASHINGTON, PA) CAPITAL ACCUMULATION PLAN FOR CERTAIN EMPLOYEES OF WASHINGTON STEEL CORPORATION (MASSILLON, OH) (Full titles of the plans) [COVER PAGE -- CONTINUED] WILLIAM H. GRAHAM, ESQ. BETHLEHEM STEEL CORPORATION 1170 EIGHTH AVENUE BETHLEHEM, PA 18018-2217 (610) 694-7430 (Name, address, including zip code, and telephone number, including area code, of agent for service) THIS POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENTS IS BEING FILED SOLELY TO DEREGISTER ALL SHARES OF COMMON STOCK (AND RELATED PLAN INTERESTS) WHICH WERE REGISTERED UNDER THESE REGISTRATION STATEMENTS AND WHICH HAVE NOT BEEN ISSUED OR SOLD PRIOR TO THE DATE OF FILING HEREOF DEREGISTRATION OF SECURITIES This Post-Effective Amendment relates to the following Registration Statements filed on Form S-8: 1. Registration Statement No. 333-91941 registering 8,000,000 shares of common stock for the Savings Plan of Bethlehem Steel Corporation and Subsidiary Companies. 2. Registration Statement No. 333-60507 registering 100,000 shares of common stock for the 1994 Non-Employee Directors Stock Plan; 3. Registration Statement No. 33-23688 registering 5,000,000 shares of common stock for the Bethlehem Steel Corporation Employee Stock Ownership Plan; 4. Registration Statement No. 33-23516 registering 3,000,000 shares of common stock for the 1988 Stock Incentive Plan of Bethlehem Steel Corporation; 5. Registration Statement No. 33-58021 registering 4,000,000 shares of common stock for the 1994 Stock Incentive Plan of Bethlehem Steel Corporation; 6. Registration Statement No. 333-57157 registering 5,000,000 shares of common stock for the 1998 Stock Incentive Plan of Bethlehem Steel Corporation; and 7. Registration Statement No. 333-53895 registering 4,000,000 shares of common stock for various employee benefit plans and employment agreements acquired pursuant to the merger of Lukens Inc. with and into Bethlehem Steel Corporation (full titles of the plans are set forth on the cover page). Each of the registration statements also registered an equal number of preference stock purchase rights, which automatically traded with the common stock. On October 15, 2001, the Registrant and 22 of its direct and indirect wholly owned subsidiaries filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. On May 7, 2003, the Registrant sold substantially all of its assets to a subsidiary of International Steel Group, Inc. On July 29, 2003, the Registrant filed its Plan of Liquidation and Disclosure Statement with the Bankruptcy Court, and on October 22, 2003, the Plan of Liquidation was confirmed by the Bankruptcy Court. Each of the plans set forth above has been terminated effective prior to the date hereof. This Post-Effective Amendment to Form S-8 Registration Statements is being filed solely to deregister any and all remaining unissued shares of common stock and Plan interests covered by such registration statements as of the date hereof. 2 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENTS TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF BETHLEHEM, COMMONWEALTH OF PENNSYLVANIA, ON THE 23RD DAY OF OCTOBER, 2003. BETHLEHEM STEEL CORPORATION Registrant By /s/ Lonnie A. Arnett ---------------------------------------- Lonnie A. Arnett Vice President and Controller PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENTS HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 23RD DAY OF OCTOBER, 2003. SIGNATURES TITLE - ---------- ----- * Director, Chairman and Chief Executive Officer - ------------------------------- (principal executive officer) ROBERT S. MILLER, JR. /s/ Lonnie A. Arnett Vice President and Controller - ------------------------------- (principal financial and accounting officer) LONNIE A. ARNETT * Director - ------------------------------- BENJAMIN R. CIVILETTI * Director - ------------------------------- WORLEY H. CLARK * Director - ------------------------------- JOHN B. CURCIO * Director - ------------------------------- LEWIS B. KADEN * Director - ------------------------------- HARRY P. KAMEN * Director - ------------------------------- WILLIAM M. LANDUYT * Director - ------------------------------- SHIRLEY D. PETERSON * Director - ------------------------------- JOHN F. RUFFLE
*BY /s/ Lonnie A. Arnett LONNIE A. ARNETT (ATTORNEY-IN-FACT) 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- (24) Power of Attorney EX-24 3 jd10-17ex_24.txt EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and officers of Bethlehem Steel Corporation, a Delaware corporation, constitutes and appoints Robert S. Miller, Jr. and Lonnie A. Arnett, and each of them, with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Post-Effective Amendment to each of the following Bethlehem Steel Corporation Registration Statements on Form S-8 for the purpose of deregistering all shares and plan interests remaining unissued as of each plan's termination date: (1) Savings Plan for Salaried Employees of Bethlehem Steel Corporation and Subsidiary Companies (No. 33-58019); (2) Bethlehem Steel Corporation Employee Stock Ownership Plan (No. 33-23688); (3) 1994 Non-Employee Directors Stock Plan of Bethlehem Steel Corporation (No. 33-60507); (4) 1988 Stock Incentive Plan of Bethlehem Steel Corporation (No. 33-23516); (5) 1994 Stock Incentive Plan of Bethlehem Steel Corporation (No. 33-58021); (6) 1998 Stock Incentive Plan of Bethlehem Steel Corporation (No. 333-57157); (7) Lukens benefit plans (No. 333-53895); and (8) any and all other Bethlehem Steel Corporation Registration Statements on Form S-8 not specifically set forth above, and to file the same, with all exhibits thereto, and other documents in connection therewith, including any amendments thereto, with the Securities and Exchange Commission under the provisions of the Securities and Exchange Act of 1934, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the 20th day of August, 2003. /s/ Robert S. Miller, Jr. /s/ L. A. Arnett - ------------------------------ -------------------------------------------- Robert S. Miller, Jr. Lonnie A. Arnett Chairman and Director Vice President and Controller (principal executive officer) principal financial and accounting officer) /s/ Benjamin R. Civiletti /s/ Harry P. Kamen - ------------------------------- ------------------------------- Benjamin R. Civiletti Harry P. Kamen Director Director /s/ Worley H. Clark /s/ William M. Landuyt - ------------------------------- ------------------------------- Worley H. Clark William M. Landuyt Director Director /s/ John B. Curcio /s/ Shirley D. Peterson - ------------------------------- ------------------------------- John B. Curcio Shirley D. Peterson Director Director /s/ Lewis B. Kaden /s/ John F. Ruffle - ------------------------------- ------------------------------- Lewis B. Kaden John F. Ruffle Director Director -----END PRIVACY-ENHANCED MESSAGE-----