(2) To vote against the plan or to refrain from voting, in which case he may make the exchange or exercise his appraisal rights under the Ohio Corporation Law if the plan is consummated.

Whether or not to assent to the plan is a question which the Cliffs stockholder must decide in accordance with his own business judgment. It is to be noted that if the plan does become effective, a nonassenting Cliffs shareholder who does not wish to accept the exchange is not offered, under the terms of the plan, in recognition of his right under the Ohio law to obtain the "fair cash value" of his shares, the alternative of receiving the asset value of his shares based on the market value of the steel stocks and the management's appraisal of the fair value of the Iron Company stock held by Cliffs." Instead the plan, if ratified, would require such shareholder to follow strictly the statutory procedures prescribed by the Ohio law for asserting and enforcing his right to the "fair cash value" of his shares, a method which requires him to adhere to rather rigorous procedures and deadlines and which may involve legal proceedings in Ohio courts.29

By the Commission (Chairman Caffrey and Commissioners McConnaughey, McEntire, Hanrahan, and McDonald).

[SEAL]

MAY 21, 1947.

28 See footnote 24, supra.

ORVAL L. DuBois, Secretary.

20 The Ohio appraisal statute gives the Cliffs shareholder who does not vote in favor of the plan the right to the fair cash value of his shares as of the day before the vote on the plan. The procedure is as follows:

(1) Within 20 days after the day of the vote, such shareholder shall object in writing to the action taken and shall demand in writing the payment of the fair cash value of his shares, stating the number and kind of shares held, and the amount he claims is the fair cash value.

(2) Within 10 days after receiving the demand, the corporation shall inform such shareholder in writing whether it will pay the demanded amount, and, if it refuses to pay such amount, it shall offer in writing to pay an amount as and for such fair cash value.

(3) If the corporation shall not agree to pay the amount demanded by the shareholder, or the shareholder shall not agree to accept the amount offered by the corporation, either the corporation or the dissenting shareholder (if he followed the above procedure) may within 6 months from the day of the vote on the plan (and not thereafter) petition the Court of Common Pleas of Cuyahoga County, Ohio, to determine the fair cash value of his shares as of the day before the vote on the plan. (4) If the petition is not filled within 6 months from the date of the vote, the fair cash value shall conclusively be deemed to be the amount the corporation offered to pay to the shareholder.

(5) If the petition is filed, the statute provides for a procedure involving a hearing on the petition, the appointment of three appraisers, a report by the appraisers, a hearing on the appraisers' report, and the determining of the fair cash value of the shares on the basis of the report.

(6) Payment shall be made within 30 days after the fair cash value is agreed upon or determined.

(7) The costs of the proceeding, including reasonable compensation to the appraisers to be fixed by the court, shall be assessed or apportioned as the court may consider equitable.

In this connection, it should be pointed out that 3,626 shareholders owning approximately 50.8% of the outstanding shares are located in states other than Ohio, the jurisdiction in which appraisal rights must be asserted.

Registration No. 2-5799
Amendment No. 3

Form A-2 for corporations

SECURITIES AND EXCHANGE COMMISSION, PHILADELPHIA, PA. Amendment to Part I (consisting of Reconciliation and Tie Sheet and form of Prospectus), Facing Sheet, Items 27 and 35 (including Exhibits B-1 (mm), F, F-2, F-3, G, H-1, H-2, H-3, H-4 and I-24) of Registration Statement Under Securities Act of 1933

BETHLEHEM STEEL CORPORATION

(A Delaware Corporation)

PROSPECTUS

$75,000,000 BETHLEHEM STEEL CORPORATION CONSOLIDATED MORTGAGE TWENTY-FIVE YEAR SINKING FUND 24% BONDS, SERIES I, DUE JULY 15, 1970

Sinking Fund, sufficient to retire on July 15, 1953, and on each July 15 thereafter, 2% of the total principal amount of the Series I Bonds authenticated and delivered.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION

Bethlehem Steel Corporation has registered the securities by filing certain information with the Commission. The Commission has not passed on the merits of any securities registered with it.

IT IS A CRIMINAL OFFENSE TO REPRESENT THAT THE COMMISSION HAS APPROVED THESE SECURITIES OR HAS MADE ANY FINDING THAT THE STATEMENTS IN THIS PROSPECTUS OR IN THE REGISTRATION STATEMENT ARE CORRECT

OFFERING PRICE 100% PLUS ACCRUED INTEREST

As more fully set forth herein, these Bonds are offered by the respective underwriters named herein, subject to prior sale, when, as and if issued and accepted by them and subject to approval of counsel. It is expected that Bonds in temporary form will be ready for delivery on or about July 23, 1945, at the office of Smith, Barney & Co., 14 Wall Street, New York 5, N. Y.

To facilitate the offering, it is intended to stabilize the price of the securities to which this prospectus relates. This statement is not an assurance that the price of the securities will be stabilized, or that the stabilizing, if commenced, may not be discontinued at any time.

The list of underwriters set forth on pages 34 to 39, inclusive, hereof includes: Kuhn, Loeb & Co.; Smith, Barney & Co.; Mellon Securities Corporation; Harriman Ripley & Co., Incorporated; The First Boston Corporation; Blyth & Co., Inc.; Union Securities Corporation; Goldman, Sachs & Co.; Hemphill, Noyes & Co.

1 Does not include $35,000 which the Corporation has agreed to pay on account of expenses of underwriters. The Corporation has also agreed to indemnify under writers and certain other persons as set forth herein under the caption "Underwriters."

Before deducting expenses of the Corporation. See herein under heading "Application of Proceeds." * Exclusive of accrued interest, from July 15, 1945, to data of delivery.

No dealer, salesman, or any other person has been authorized by the Corporation or by any of the underwriters named herein to give any information or to make any representations other than those contained in this Prospectus in connection

with the offer contained in this Prospectus, and, if given or made, such information or representations must not be relied upon. This Prospectus is not an offer by any underwriter to sell the Bonds in any State to any person to whom it is unlawful for such underwriter to make such offer in such State.

The date of issue of this Prospectus is July 17, 1945.

[Page 5]

Corporation and its subsidiaries has always been subject to wide variation due to variations in general business conditons in the country.

The relative importance of shipbuilding and ship repair activities of subsidiaries of the Corporation to the total activities of the Corporation and its subsidiaries during the five-year period 1935 to 1939, inclusive, and during the five-year period 1940 to 1944, inclusive, is shown by the following facts: Of the total net billings of the Corporation and its subsidiaries during the former of such periods approximately 12% represents billings in respect of shipbuilding and ship repair activities, and of the total net billings of the Corporation and its subsidiaries during the latter of such periods, approximately 50% represents billings in respect of shipbuilding and ship repair activities.

The rated annual steel-making capacity (ingots and castings) of subsidiaries of the Corporation increased from 10,483,200 net tons on January 1, 1935, to 12,900,000 net tons on January 1, 1945-an increase of 23.1%. During the same period the rated annual steel-making capacity (ingots and castings) of the United States increased from 78,451,930 net tons on January 1, 1935, to 95,505,280 net tons on January 1, 1945-an increase of 21.7%. The average percentages of operations to rated capacities for the period 1935-1939 are: for the subsidiaries of the Corporation, 59.1%, and for the United States, 58.7%; and for the period 1940-1944 the corresponding percentages are: for the subsidiaries of the Corporation, 99.4%, and for the United States, 94.1%.

It is to be expected that the increase in the steel-making capacity in the United States during the war years will result in increased competition in the steel industry, but the steel-making capacity in the country has in peacetimes normally exceeded demand and it is impossible to measure the effect upon the Corporation and its subsidiaries of increased competition after the war. The shipbuilding capacity of the country has been very largely increased during the war. Such increase, however, has been very largely in the form of facilities which have been paid for and are owned by the United States. It is impossible for the Corporation to estimate the effect of such increased facilities upon the shipbuilding businesses of subsidiaries of the Corporation after the war.

While it is impossible to estimate the rate of operation of the facilities of the Corporation and its subsidiaries after the war, the officers of the Corporation except that substantially all of the facilities owned by the Corporation and its subsidiaries will be retained.

The Corporation is unable to determine what will be the effect upon it of competition by manufacturers of other products which may be or may become competitive with steel.

During the five-year period 1935 to 1939, inclusive, subsidiaries of the Corporation obtained approximately 80% of all the iron ore used by them from other subsidiaries of the Corporation or from other corporations in which the Corporation, directly or indirectly, had a substantial stock interest. The corresponding percentage for the five-year period 1940 to 1944, inclusive, is 64%. Subsidiaries of the Corporation have from time to time purchased a part of their iron ore requirements, when such purchases could advantageously be made or during periods of abnormally high operations. The principal normal sources of supply of iron ore of the subsidiaries have been (1) the mines in the Great Lakes region, in which the Corporation, directly or indirectly, has an interest, (2) the Cornwall Ore Banks in or near Cornwall Borough, Pennsylvania, which are owned by a subsidiary and (3) foreign ores, of which the iron ore mines in Chile that are held under lease by a subsidiary have been the principal source. One of the subsidiaries of the Corporation has been engaged in the development of iron ore properties in Venezuela and another of its subsidaries has recently acquired and expects to develop additional iron ore properties in Mexico. Under normal conditions it is practicable to use foreign ores in the Bethlehem, Johnstown, Steelton, and Sparrows Point Plants of subsidiaries.

During the years 1942 to 1944, inclusive, because of loss through enemy action and requisitioning by the Government of the ore-carrying vessels of a subsidiary, it has not been possible for subsidiaries to obtain foreign ores in substantial quantities and the principal source of supply of iron ore during those years has

been the above-mentioned mines in the Great Lakes region. During such threeyear period, subsidiaries of the Corporation obtained only approximately 56% of all the iron ore used by them from other subsidiaries of the Corporation or from other corporations in which the Corporation, directly or indirectly, had a substantial stock interest. The officers of the Corporation expect that upon the resumption of normal ocean transportation foreign ores will again become available for the Eastern steel plants of subsidiaries. It is not expected that there will be any important changes in the sources of supply of iron ore, except such as are due to the depletion of old mines and the development of new mines.

Of the coal required by subsidiaries during the period 1935 to 1939, inclusive, approximately 70% was obtained from mines owned, directly or indirectly, by the Corporation. The corresponding percentage during the period 1940 to 1944, inclusive, is approximately 79%. Coal has been purchased from time to time. when it seemed more advantageous to purchase coal than to use coal from mines owned, directly or indirectly, by the Corporation or in periods of abnormally high demand for steel or of abnormal conditions.

Of the limestone required by the steel plants of subsidiaries during the period 1935 to 1939, inclusive, approximately 56% was obtained from quarries owned, directly or indirectly, by the Corporation. The corresponding percentage during the period 1940 to 1944, inclusive, is approximately 60%.

The subsidiaries of the Corporation have from time to time reduced prices on various products to reflect reductions in cost over those originally anticipated. The total reductions in the prices of ships and miscellaneous products of the shipyards operated by subsidiaries of the Corporation amounted to $48,046,364 in 1942, $134,655,669 in 1943, $119,125,846 in 1944, and $9,357,280 during the first six months of 1945. The total reductions in the prices of products shipped by the steel producing and manufacturing plants of subsidiaries amounted to $20,871,822 in 1942, $10,027,089 in 1943, and $6,906,523 in 1944.

In the period from July 1, 1944, to March 31, 1945, inclusive, none of the contracts for the construction of ships in any of the shipyards operated by subsidiaries of the Corporation were terminated. There were numerous terminations of contracts or orders for products of the steel producing and manufacturing plants of subsidiaries during that period. The estimated aggregate net billing value of the terminated portions of such contracts and orders is approximately $75,000,000. The following tabulation shows for each of the three calendar quarters ended March 31, 1945,* (a) the orders on hand at the beginning of the quarter, (b) the orders received during the quarter, (c) the orders canceled during the quarter, (d) the net billings during the quarter, and (e) the orders on hand at the end of the quarter:

1 NOTE.-Includes adjustments of estimated contract prices reported in prior quarters.

*NOTE.

The corresponding figures for the second quarter of 1945 are not available at the date of this Prospectus.

It is estimated that the unfilled orders on hand at the date of this Prospectus for the construction of ships in the shipyards operated by subsidiaries of the Corporation will be completed by November 1947, and that most of the unfilled orders on hand at the date of this Prospectus for products of the steel producing and manufacturing plants of such subsidiaries can be completed by December 1945.

All or substantially all of the unfilled orders for ships and miscellaneous products of the shipyards operated by subsidiaries of the Corporation, and a large part (perhaps 80% in dollar amount) of the unfilled orders for products of the steel producing and manufacturing plants operated by subsidiaries, are subject to cancellation.

Acting under the Emergency Price Control Act of 1942, which became effective January 30, 1942, the Office of Price Administration established maximum prices of all iron and steel products which the subsidiaries normally sold in peacetime. It is impossible to determine what has been the effect upon the earnings of the Corporation and its subsidiaries of the establishing of such maximum prices, or what the effect upon their earnings will be in the future, if Government control of prices of such products shall be continued. Effective May 23, 1945, some increases in the maximum prices of some of the steel products

[End of page 6]
[Page 11]

Boston Yards, located at East Boston, Massachusetts.-These Yards consist of the Simpson Yard and the Atlantic Yard. The Simpson Yard comprises approximately 9 acres of land* and is equipped with floating docks, graving docks, wharves, shops, and other facilities for the repairing of vessels. The Atlantic Yard comprises approximately 13.5 acres of land and is equipped with a floating dock, marine railways, wharves, shops, and other facilities for the repairing of vessels.

Quincy Yard, located at Quincy and Braintree, Massachusetts.-This Yard comprises approximately 110 acres of land**. It is equipped with building ways, wharves, shops, foundries, and other facilities for the construction of all types of naval and merchant vessels.

West Coast Yards, located at San Francisco, Alameda, and San Pedro, California. These Yards consist of the San Francisco Yard located at San Francisco, California; the Alameda Repair Yard located at Alameda, California; and the San Pedro Yard located at San Pedro, California. The San Francisco Yard comprises approximately 35 acres of land*** and is equipped with building ways, floating docks, wharves, shops, and other facilities for the construction and repairing of vessels. The Alameda Repair Yard comprises approximately 8 acres of land and is equipped with a floating dock, wharves, shops, and other facilities for the repairing of vessels. The San Pedro Yard comprises approximately 51 acres of land and is equipped with a floating dock, building ways, wharves, shops, and other facilities for the construction and repairing of vessels.

New York Yards, located in the Borough of Brooklyn, New York City, at Mariners Harbor, Staten Island, New York City, and at Hoboken, New Jersey.— These Yards consist of the Brooklyn 56th Street Yard, and the Brooklyn 27th Street Yard, located in the Borough of Brooklyn, New York City; the Staten

*NOTE. The acreage here specified does not include 17 acres of land adjoining the Simpson Yard, which land and the facilities located thereon are owned by the United States and are operated by a subsidiary under an agreement with the United States. For the purposes of this Prospectus the Simpson Yard is deemed not to include such 17 acres of land or the facilities located thereon.

**NOTE. The acreage here specified does not include 42 acres of land adjoining the Quincy Yard, which land and the facilities located thereon are owned by the United States and operated by a subsidiary under an agreement with the United States. For the purposes of this Prospectus the Quincy Yard is deemed not to include such 42 acres of land or the facilities located thereon.

***NOTE. The acreage here specified does not include 33 acres of land adjoining the San Francisco Yard, which land and the facilities located thereon are owned by the United States and are operated by a subsidiary under an agreement with the United States. For the purposes of this Prospectus the San Francisco Yard is deemed not to include such 33 acres of land or the facilities located thereon.