-----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, MWfqxcFNJ7tGYTnky/FJ0/ZWiA5kLtfzdtAJfDAcHeX0yzes99kT7j4eAcB2Fbto FdJ8G1Rbkcoci/jZIRPRBw== 0000950157-99-000715.txt : 19991231 0000950157-99-000715.hdr.sgml : 19991231 ACCESSION NUMBER: 0000950157-99-000715 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991230 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991230 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: SEC FILE NUMBER: 001-01941 FILM NUMBER: 99783886 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 CURRENT REPORT ================================================================================ 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): December 30, 1999 ------------------------------- Bethlehem Steel Corporation ------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-1941 24-0526133 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) 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) Not Applicable (Former name or former address, if changed since last report) ================================================================================ 2 Item 5. Other Events. ------------- On December 30, 1999, the Board of Directors (the "Board") of Bethlehem Steel Corporation (the "Company") approved and adopted Amendment No. 2 to Rights Agreement ("Amendment No. 2"), dated as of December 30, 1999, between the Company and First Chicago Trust Company of New York (the "Rights Agent"), which Amendment No. 2 amends the Rights Agreement (the "Rights Agreement"), dated as of July 29, 1998, as amended by Amendment No. 1 thereto dated as of March 17, 1999, between the Company and the Rights Agent. Amendment No. 2 broadens the definition of "Acquiring Person" in the Rights Agreement to include a person or a group of affiliated or associated persons that (i) has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (an "HSR Notice") in connection with a purchase of common stock of the Company ("Common Stock") and is or becomes the beneficial owner of 5% or more of the outstanding shares of Common Stock, other than as a result of repurchases of stock by the Company, or (ii) holds 5% of the outstanding shares of Common Stock as of December 30, 1999 and thereafter files an HSR Notice in connection with a purchase of Common Stock and becomes the beneficial owner of an additional 1% or more of the outstanding shares of Common Stock, other than as a result of repurchases of stock by the Company. A copy of Amendment No. 2 is attached hereto as Exhibit 4 and is incorporated herein by reference. The foregoing discussion does not purport to be complete and is qualified in its entirety by reference to Exhibit 4. The Company issued a press release announcing the approval and adoption of Amendment No. 2 on December 30, 1999, a copy of which is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits. ---------------------------------- (c) Exhibits. Exhibit No. Exhibit - ----------- ------- 4 Amendment No. 2 to Rights Agreement, dated as of December 30, 1999, between Bethlehem Steel Corporation and First Chicago Trust Company of New York, as Rights Agent. 99.1 Press Release of the Company dated December 30, 1999, announcing the approval and adoption of Amendment No. 2. 3 SIGNATURE 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. BETHLEHEM STEEL CORPORATION, By: /s/ G. L. Millenbruch ------------------------------- Name: G. L. Millenbruch Title: Vice Chairman & CFO Date: December 30, 1999 4 INDEX TO EXHIBITS Exhibit No. Exhibit - ----------- ------- 4 Amendment No. 2 to Rights Agreement, dated as of December 30, 1999, between Bethlehem Steel Corporation and First Chicago Trust Company of New York, as Rights Agent. 99.1 Press Release of the Company dated December 30, 1999, announcing the approval and adoption of Amendment No. 2. EX-4 2 AMENDMENT NO. 2 TO RIGHTS AGREEMENT Exhibit 4 AMENDMENT NO. 2 TO RIGHTS AGREEMENT This Amendment No. 2 (this "Amendment") to the Rights Agreement (the "Rights Agreement") dated as of July 29, 1998, as amended on March 17, 1999, between Bethlehem Steel Corporation, a Delaware corporation (the "Company") and First Chicago Trust Company of New York, a New York corporation (the "Rights Agent"), is entered into between the Company and the Rights Agent as of December 30, 1999. WHEREAS the Company has duly authorized the execution and delivery of this Amendment and all things necessary to make this Amendment a valid agreement of the Company have been done. This Amendment is entered into pursuant to Section 27 of the Rights Agreement. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 1. Defined Terms. Terms defined in the Rights Agreement and used and not otherwise defined herein shall have the meanings given to them in the Rights Agreement. 2. Amendment of Section 1. Section 1 of the Rights Agreement is amended to add the following sentence at the end of Section 1(a) thereof: "In addition to the foregoing, the term "Acquiring Person" shall include any Person who has filed or shall file a Notification and Report Form under the Hart-Scott- Rodino Antitrust Improvements Act of 1976 in connection with a purchase of shares of Common Stock and who, together with all Affiliates and Associates of such Person, is as of the date of the adoption of this sentence, or hereafter shall be or become, the Beneficial Owner of 5% or more of the shares of Common Stock then outstanding; provided, however, that the provisions of this sentence shall not apply to (i) any Person who, together with all Affiliates and Associates of such Person, on the date hereof or prior to the first public announcement of the adoption of this sentence, Beneficially Owns 5% or more of the shares of Common Stock outstanding, unless and until such Person or its Affiliates and Associates shall after the first public announcement of the adoption of this sentence become the Beneficial Owner of additional shares of Common Stock representing 1% or more of the shares of Common Stock then outstanding (unless, upon becoming the Beneficial Owner of such additional 1% or more of the shares of Common Stock then outstanding, such Person, together with all Affiliates and Associates of such Person, is not the Beneficial Owner of 5% or more of the shares of Common Stock then outstanding) or (ii) any Person who becomes the Beneficial Owner of 5% or more of the shares of Common Stock then outstanding as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by the Company unless and until such Person, after becoming aware that such Person has become the Beneficial Owner of 5% or more of the then outstanding shares of Common Stock, acquires beneficial ownership of additional shares of Common Stock representing 1% or more of the shares of Common Stock then outstanding." 3. Effectiveness. This Amendment shall be deemed effective as of December 30, 1999, as if executed on such date. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 4. Miscellaneous. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed an original and all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the day and year first above written. Attest: BETHLEHEM STEEL CORPORATION, /s/ by /s/ G. L. Millenbruch - ------------------------- ------------------------------- Title: Assistant Name: G. L. Millenbruch Secretary Title: Vice Chairman & CFO Attest: FIRST CHICAGO TRUST COMPANY OF NEW YORK, /s/ by /s/ Charles D. Keryc - ------------------------- ------------------------------- Title: Assistant Vice Name: Charles D. Keryc President Title: Vice President EX-99.1 3 PRESS RELEASE Exhibit 99.1 BETHLEHEM, Pa., December 30, 1999--Bethlehem Steel Corporation (BS:NYSE) today announced that it has amended its stockholders rights plan to reduce the threshold level of beneficial ownership of the Company's stock that, in certain circumstances, would trigger the rights. The general threshold level will remain at 15 percent. However, for a party or group which made, or shall make, a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR), and which has not yet reached five percent beneficial ownership, the triggering threshold has been reduced to five percent. Certain related changes also have been made which address parties that now may be at beneficial ownership levels at or above five percent and make a HSR filing. Bethlehem Steel said that its Board of Directors and management have been and continue to be dedicated to developing value for all of its stockholders and protecting and advancing their interests, which was best served by amending the rights plan. Bethlehem said that it will continue to communicate with its stockholders about appropriate matters related to Bethlehem's business activities, including WHX Corporation, which recently acquired about 1.6 percent of Bethlehem's common stock and made a HSR filing. Bethlehem Steel is one of the nation's largest steel producers, and primarily manufacturers and sells a wide variety of steel mill products. Bethlehem's website can be found at http://www.bethsteel.com. -----END PRIVACY-ENHANCED MESSAGE-----