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Bethlehem Corp – ‘10-K/A’ for 12/31/93

As of: Monday, 10/16/95 · For: 12/31/93 · Accession #: 921895-95-117 · File #: 1-04676

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/16/95  Bethlehem Corp                    10-K/A     12/31/93    1:20K                                    Olshan Frome Wolosky LLP

Amendment to Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment No. 1 to Form 10-K                           9     43K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Relationships and Related Transactions Directors and Executive Officers of the Registrant Executive Compensation Holders of More Than Five Percent Beneficial Ownership Security Ownership of Certain Beneficial Owners and Management
1	1st Page - Filing Submission
2	Item 10. Directors and Executive Officers of the Registrant
4	Item 11. Executive Compensation
6	Item 12. Security Ownership of Certain Beneficial Owners and Management
"	Holders of More Than Five Percent Beneficial Ownership
8	Item 13. Certain Relationships and Related Transactions

10-K/A 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 
FORM 10-K/A1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 ---------------------------

(X)      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                   
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)                

For the fiscal year ended December 31, 1993                                     

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE               
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)             

For the transition period from ___ to ___.                                      

Commission File No. 1-4676.                                                     

 THE BETHLEHEM CORPORATION
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

Pennsylvania                                              24-0525900            
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation            (I.R.S. employer       
or organization)                                       identification no.)      

25th and Lennox Streets, Easton Pennsylvania                   18045            
--------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip code)         

Registrant's telephone number, including area code: (610) 258-7111              

Securities registered pursuant to Section 12(b) of the Act:                     

                                       Name of Each Exchange
Title of Each Class                         on Which Registered       
-------------------                         -------------------       

Common Stock, no par value                       American Stock                 
                               Exchange Inc.

Securities registered pursuant to Section 12(g) of the Act:                     

None.                 

         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 or any       
amendment to this Form 10-K.  / /                                               

      As of March 31, 1994, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was approximately $804,000.            

      As of March 31, 1994, there were 1,888,520 shares outstanding of the
Registrant's Common Stock, no par value.                                        

10-K/A 2nd Page of 9 TOC 1st Previous Next ↓Bottom Just 2nd
PART III

Item 10.  Directors and Executive Officers of the Registrant.                   
---------------------------------------------------         

          The directors are elected at the Annual Meeting of the Stockholders of
the Company and each director elected holds office until his successor is       
elected and qualified. The Board currently consists of ten members. The         
stockholders vote at the Annual Meeting for the election of directors. There are
no family relationships among any directors or executive officers of the        
Company, except that directors Jan Gale and Ronald H. Gale are brothers.        

          The names of the directors as of April 14, 1994, together with certain
information regarding them, are as follows:                                     

                                                        [Enlarge/Download Table]

                                                                   Year First a  Year Term  
Name                 Age  Principal Occupation                     Director      Will Expire
----                 ---  --------------------                     --------      -----------

                                                                                            
John W. Pike         68   Vice Chairman of the Company since            1991     1994       
                          December 1992 and Treasurer from May                              
                          1992 until January 1994; President of                             
                          the Company from December 1991 to                                 
                          December 1992; Vice President of Boiler                           
                          Sales of the Company for five years                               
                          prior thereto                                                     

B. Ord Houston       81   Secretary of the Company since June           1976     1994       
                          1983, otherwise retired for at least                              
                          the last five years; held various                                 
                          positions with the Company since                                  
                          1966, most recently as Executive                                  
                          Vice President                                                    

O. Karl Dieckmann    80   Investment manager and financial              1960     1997       
                          consultant, retired for at least the                              
                          last five years                                                   

James L. Leuthe      52   Chairman of the Board of Directors            1976     1997       
                          since 1977; President and Chief                                   
                          Executive Officer of the Company                                  
                          from February 1979 to November 1983;                              
                          Chief Executive Officer since                                     
                          November 1983; Chairman of the Board                              
                          of First Lehigh Corporation, bank                                 
                          holding company                                                   

Alan H. Silverstein  45   President and Chief Operating                 1994     1997       
                          Officer of the Company since                                      
                          February 1994; from 1990 to present,                              
                          President of Earth Environmental                                  
                          Services, Inc., a presently inactive                              
                          solid waste remediation firm and                                  
                          developer of solid waste co-                                      
                          generation projects; from July 1992                               
                          to February 1994, President of                                    
                          Universal Envirogenics, Inc., a                                   
                          rebuilder of industrial gas plants.                               


10-K/A 3rd Page of 9 TOC 1st Previous Next ↓Bottom Just 3rd
                                                        [Enlarge/Download Table]

                                                                    Year First a  Year Term  
Name                  Age  Principal Occupation                     Director      Will Expire
----                  ---  --------------------                     --------      -----------

                                                                                             
D.B. Cahoon           60   Consultant to the Company since               1993     1996       
                           January 1994; President and Chief                                 
                           Operating Officer of the Company                                  
                           from December 1992 to December 1993;                              
                           from 1989 to 1992,  President and                                 
                           Chief Executive Officer of                                        
                           DeDietrich USA Inc., supplier of                                  
                           glass-lined vessels to the chemical                               
                           and pharmaceutical industries                                     

Jan P. Gale           39   Vice President since 1978 of                  1991     1996       
                           Universal Process Equipment, Inc.                                 
                           ("UPE"), an international supplier                                
                           of complete process plants and                                    
                           equipment and manufacturer of new                                 
                           equipment in the United States and                                
                           Europe                                                            

Robert F. Bacigalupo  64   Owner since 1949 of West Town                 1984     1995       
                           Mortuary, a funeral home; director                                
                           since 1953 of Maywood Proviso State                               
                           Bank, Maywood, Illinois                                           

Ronald H. Gale        43   President and Chief Executive                 1990     1995       
                           Officer of UPE since 1978                                         

Joseph T. Posh        53   Real Estate Developer; President for          1977     1995       
                           at least the last five years of Posh                              
                           Construction, Inc.; Managing partner of                           
                           JTP Properties for at least the last                              
                           five years; formerly President of                                 
                           Allentown Industrial Construction                                 
                           Corporation.                                                      

Compliance with Section 16(a) of the Securities Exchange Act of 1934            

     Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who own    
more than 10% of a registered class of the Company's equity securities to file  
with the Securities and Exchange Commission (the "SEC") initial reports of      
ownership and reports of changes in ownership of equity securities of the       
Company. Executive officers, directors and greater than 10% shareholders are    
required by SEC regulation to furnish the Company with copies of all Section    
16(a) forms which they file.                                                    

         To the Company's knowledge, based solely on a review of the copies of
such forms received by it, or written representations from certain reporting    
persons that no other reports were required for those persons, the Company      
believes that all filing requirements applicable to its executive officers,     
directors and greater than 10% stockholders were                                

-2- 

10-K/A 4th Page of 9 TOC 1st Previous Next ↓Bottom Just 4th
complied with during the fiscal year ended December 31, 1993, except that Jan   
Gale and Ronald H. Gale each filed one Form 4 report of change in beneficial    
ownership and one Form 5 report of change in beneficial ownership late and D. B.
Cahoon filed one Form 4 report of change in beneficial ownership late.          

Item 11.          Executive Compensation.                                       
-----------------------                     

          The following table summarizes the compensation paid or accrued by the
Company for services rendered during the years ended December 31, 1991, 1992 and
1993 to the Company's Chief Executive Officer and to each of the Company's then 
executive officers whose total salary and bonus exceeded $100,000 during the    
year ended December 31, 1993 (the "Named Executive Officers").                  

Summary Compensation Table

                                                        [Enlarge/Download Table]

                           Annual Compensation                        Long Term Compensation       
                     -------------------------------  ---------------------------------------------

                                                                                          All      
                                                                         Stock           Other     
                                                      Other Annual       Option          Compen-   
Position             Year          Salary      Bonus  Compensation(s)    Awards          sation    
--------             ----          ------      -----  ---------------    ------          ------    
                                                                                                   
James L. Leuthe      1993               --        --        --              --            $672(2)  
Chairman and Chief   1992           $2,616        --    $8,387(2)           --             672(2)  
Executive            1991            2,616        --    11,987(2)(5)    10,000             672(2)  
Officer(1)                                                                                         

D.B. Cahoon          1993          111,539        --        --          10,000             672(2)  
President and Chief  1992               --        --        --              --              --     
Operating            1991               --        --        --              --              --     
Officer(4)                                                                                         

(1)      Mr. Leuthe was not compensated for his services during the Company's   
fiscal year ended December 31, 1993.                          

(2)      Represents life insurance premiums paid by the Company.                

(3)      Includes lease payments and cost of insurance made by the Company with 
respect to use of an automobile.                              

(4)      Mr. Cahoon resigned his position as President and Chief Operating      
Officer of the Company on December 31, 1993.                  

(5)      Includes directors fees in the amount of $3600 paid to non-employee    
directors.                                                    

10-K/A 5th Page of 9 TOC 1st Previous Next ↓Bottom Just 5th
Option Grants in Last Fiscal Year                                               

         The following table sets forth information concerning options granted
during the fiscal year ended December 31, 1993 under the Company's stock option 
plans to the Named Executive Officers.                                          

 Individual Grants

                                                                [Download Table]

                                                           Potential            
                                                           Realizable Value at  
                                                           Assumed Rate of      
             Number of   Percentage                        Stock Price          
             Securities  of Total    Per                   Appreciation for     
             Underlying  Options     Share                 Option Term          
             Options     Granted to  Exercise  Expiration  -------------------  
Name         Granted     Employees   Price     Date        5%              10%  
                                                           --              ---  

                                                                                
D.B. Cahoon  10,000      100.0       $3.15      2/05/98     0                0  

Aggregated Fiscal Year-End Options                                              

The following table sets forth certain information regarding  
unexercised stock options held by each of the Company's Named Executive Officers
as of December 31, 1993. No stock options were exercised by any such officer    
during the fiscal year ended December 31, 1993.                                 

Aggregated Fiscal Year-End Option Values

                                                  Value of
                         Number of                 Unexercised in-
                     Unexercised                   the-Money
                      Options at                  Options at
                      December 31,                December 31,
                          1993                     1993 ($)(1)

                      Exercisable/                Exercisable/
                      Unexercisable                Unexercisable
Name                     ---------------------      ------------------------    
----                                                                            

James L. Leuthe                  10,000/0                       0/0             

D.B. Cahoon                      10,000/0                       0/0             

(1)      On December 31, 1993, the last reported sales price of the Company's   
        Common Stock as reported by the American Stock Exchange was $1 1/8 per
share.                                                        

Compensation of Directors                                                       

       During the year ended December 31, 1993, except as described below,
directors were not compensated for their services in such capacity, but were    
entitled to reimbursement of expenses incurred in connection with their         
attendance at all meetings.                                                     

     The Company maintains an Equity Incentive Plan for Directors (the
"Director Option Plan"). Under the Director Option Plan: (i) each person who was
a director of the Company on March 21, 1991 received an option for 10,000 shares
and (ii) each individual who becomes a director of the Company after March 21,  
1991 is granted an option for 10,000 shares. The exercise price of each option  
granted under the Director Option Plan is the greater of $3.15 per share or 100%
of the fair market value of a share of the Company's Common Stock on the date   
the option is                                                                   

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10-K/A 6th Page of 9 TOC 1st Previous Next ↓Bottom Just 6th
granted. No option granted under the Director Option Plan may be exercised      
during the six months after its grant; thereafter, the option becomes           
exercisable in full. No option may be exercised after five years from the date  
of grant. Options are not assignable.                                           

        Messrs. Bacigalupo, Dieckmann, J. Gale, R. Gale, Houston, Leuthe and
Posh were each granted 10,000 options under the Director Option Plan in March   
1991. Messrs. Pike and Cahoon were each granted 10,000 options under the        
Director Option Plan in February 1992 and February 1993 respectively. All of the
foregoing options have an exercise price of $3.15 per share.                    

Item 12.  Security Ownership of Certain Beneficial Owners and                   
Management.                                                 
---------------------------------------------------         

Holders of More Than Five Percent Beneficial Ownership                          

     The following table sets forth, as of April 14, 1994, information
regarding all persons who are known to the Company to be the beneficial owner of
more than 5% of the Company's outstanding Common Stock.                         

                                                                [Download Table]

                                                    Percent of
               Name and Address of  Shares Owned   Outstanding
                 Beneficial Owner   Beneficially      Shares  
                 ----------------   ------------      ------  

                                                              
James L. Leuthe                       223,624(1)      11.8%   
25th & Lennox Streets                                         
Easton, PA  18045                                             

Universal Process                    1,831,600(2)      54.9   
Equipment, Inc.                        (3)(4)                 
P.O. Box 338                                                  
Roosevelt, NJ  08555                                          

Robert F. Bacigalupo                  150,901(5)       7.9    
2433 S. Oakley Avenue                                         
Chicago, IL 60608                                             


(1)      Of this total, 52,281 shares are owned by Nikki, Inc., a corporation in
    which Mr. Leuthe is an officer, director and the sole stockholder,
161,343 shares are owned by Mr. Leuthe and 10,000 shares are  
      purchasable by Mr. Leuthe upon exercise of options granted under the
       Director Option Plan. This total does not include 640 shares owned by
    Mr. Leuthe's children, of which he disclaims beneficial ownership.

 -5-

10-K/A 7th Page of 9 TOC 1st Previous Next ↓Bottom Just 7th
(2)      Includes 1,450,000 shares issuable pursuant to an option granted to UPE
by the Company on December 22, 1993.                          

(3)      According to information provided to the Company by UPE, Ronald H. Gale
         and Jan Gale are officers, directors and principal stockholders of UPE,
        and each may be deemed to beneficially own the shares owned by UPE. In
      addition to shares they beneficially own through UPE, Ronald H. Gale
      individually owns 72,000 shares of Common Stock and has the right to
       purchase 10,000 shares upon the exercise of options granted under the
        Director Option Plan; Jan Gale individually owns 70,000 shares and has
  the right to purchase 10,000 shares upon the exercise of options
   granted under the Director Option Plan. Each individual disclaims
     beneficial ownership of the shares individually owned by the other.

(4)      Information obtained from Amendment No. 1 to Schedule 13D which was    
        filed with the Securities and Exchange Commission on or about December
23, 1993.                                                     

(5)      Of this total, 140,901 shares are owned by Mr. Bacigalupo and 10,000   
       shares are purchasable upon the exercise of options granted under the
         Director Option Plan. This total does not include 2,331 shares owned by
      Mr. Bacigalupo's wife, 1,000 shares held in trust for the benefit of
       his son and 5,000 shares held in trust for the benefit of his mother.
   Mr. Bacigalupo is the trustee of the two trusts, and he disclaims
beneficial ownership of these 8,331 shares.                   

Beneficial Ownership by Management and Directors                                

     The following table sets forth, as of April 14, 1994, information
regarding the ownership of the outstanding Common Stock of the Company for each 
director, each named Executive Officer and all directors and executive officers 
of the Company as a group.                                                      

                                   Shares Owned           Percent of
Name of Beneficial Owner                 Beneficially       Outstanding Shares  
------------------------                 ------------       ------------------  

James L. Leuthe(1)(2)                      223,624                11.2%         

Robert F. Bacigalupo (1)(2)                150,901                 7.6          

D.B. Cahoon (2)                             10,000                 *            

O. Karl Dieckmann (2)                       46,686                 2.3          

Ronald H. Gale (1)(2)(3)                 1,913,600                55.6          

Jan Gale (1)(2)(3)                       1,911,600                55.6          

B. Ord Houston (2)                          19,865                 *            

John W. Pike (2)(4)                         45,000                 2.3          

Joseph T. Posh (2)(5)                       23,525                  *           

Alan H. Silverstein (6)                         --                 --           

All directors and executive                                                     
officers as a group (12 persons)         2,513,201                73.4          
                               ---------                ----

-----------------                                                               
*        Less than 1.0%.                                                        

(1)      Reference is made to "Security Ownership of Certain Beneficial Owners  
and Management - Holders of More Than Five Percent Beneficial 
Ownership."                                                   

(2)      Includes 10,000 shares issuable pursuant to options exercisable within 
         60 days of the date hereof pursuant to the terms of the Director Option
Plan.                                                         

(3)      Includes 1,831,600 shares owned by UPE, in which the individual is an  
         officer, director and principal shareholder. See "Security Ownership of
      Certain Beneficial Owners and Management - Holders of More Than Five
Percent Beneficial Ownership."                                

(4)      Includes 5,000 shares issuable pursuant to options exercisable within  
60 days of the date hereof.                                   

(5)      Includes 12,500 shares held by Allentown Industrial Construction Corp.,
a company controlled by Mr. Posh.                             

(6)      Does not include 10,000 shares granted under the Director Option Plan  
         which are not exercisable within sixty days of the date hereof and also
        excludes 250,000 shares issuable pursuant to options granted under the
 terms of the 1994 Stock Option Plan, subject to approval by the
 stockholders at the Annual Meeting. Mr. Silverstein was elected
        President and Chief Operating Officer of the Company in February 1994.

 -7-

10-K/A 8th Page of 9 TOC 1st Previous Next ↓Bottom Just 8th
Item 13.  Certain Relationships and Related Transactions.                       
-----------------------------------------------             

          Ronald Gale and Jan Gale are directors and stockholders of the Company
and are officers, directors and principal stockholders of Universal Process     
Equipment (U.P.E.), a corporation which is a stockholder of the Company. U.P.E. 
and/or Ronald and Jan Gale are also majority stockholders or otherwise          
affiliated with other companies that engage in transactions with the Company.   
U.P.E. and related entities purchased processing equipment manufactured by the  
Company as well as utilized the Company's remanufacturing services. The         
approximate total revenues derived from sales to UPE and related parties were   
$740,000 for the fiscal year ended December 31, 1993. The terms of such sales   
were at least as favorable to the Company as could have been obtained from      
unaffiliated third parties.                                                     

         On December 22, 1993, UPE was granted 300,000 shares of the Company's
Common Stock and an option to purchase an additional 1,450,000 shares pursuant  
to an agreement (the "UPE Agreement") between the Company and UPE. Such stock   
was granted in consideration of UPE's (i) services in structuring and           
negotiating a settlement agreement among The Harrisburg Authority               
("Harrisburg"), the Company and UPE with respect to a judgement in the amount of
$2,127,071 which Harrisburg had obtained against the Company; (ii) payments on  
behalf of the Company to Harrisburg under the settlement agreement; (iii)       
providing a guaranty of and surety for the Company's full and timely payment to 
Harrisburg of $650,000 in specified installments; and (iv) granting to          
Harrisburg security interests in certain equipment held for sale by UPE and in a
percentage of the proceeds from the sale of such equipment in the ordinary      
course of UPE's business.                                                       

          Beginning in July, 1993 through January, 1994, Alan H. Silverstein was
retained as a consultant to the Company. In that capacity he played a key       
advisory role in the structure and negotiation of the final settlement agreement
with the Harrisburg Authority and the resolution of several other potential     
litigation matters. Mr. Silverstein was paid $69,939 in consulting fees and     
expenses for services during that time.                                         

 -8-

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SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on   
its behalf by the undersigned, thereunto duly authorized.                       

                         THE BETHLEHEM CORPORATION

                       /s/ Alan H. Silverstein
                       -----------------------
                   Alan H. Silverstein
         President

Date:  October 16, 1995                                                         

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K/A’ Filing	Date	First	Last	Other Filings

Filed on:	10/16/95	9		10QSB
	4/14/94	2	7
	3/31/94	1
For Period End:	12/31/93	1	8
	12/23/93	7
	12/22/93	7	8
				List all Filings

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Filing Submission 0000921895-95-000117 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Bethlehem Corp – ‘10-K/A’ for 12/31/93

As of: Monday, 10/16/95 · For: 12/31/93 · Accession #: 921895-95-117 · File #: 1-04676

Amendment to Annual Report — Form 10-KFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Annual Report — Form 10-K
Filing Table of Contents