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Bethlehem/Lukens Merger Clears Hart-Scott-Rodino Review

Public Relations Division
Public Affairs Department
1170 Eighth Avenue
Bethlehem, PA 18016-7699
(610) 694-3711 - Phone
(610) 694-1509 - Fax

For Immediate Release

BETHLEHEM, Pa., February 6, 1998 — In response to inquiries concerning the status of the merger of Bethlehem Steel Corporation and Lukens Inc., the two companies jointly issued the following statement:

On December 15, 1997, Bethlehem Steel Corporation and Lukens Inc. announced that they had signed a definitive merger agreement in which Bethlehem would acquire Lukens, and on January 4, 1998, Bethlehem and Lukens signed an amended definitive merger agreement.

On January 6, Bethlehem Steel and Lukens filed pre-merger notices to satisfy the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The waiting period under Hart-Scott-Rodino relating to the merger between Bethlehem and Lukens expired on February 5, at 11:59 p.m.

Bethlehem said that in the near future Allegheny Teledyne Incorporated and Bethlehem would file appropriate notices under Hart-Scott-Rodino with respect to Bethlehem's agreements with Allegheny Teledyne that were announced on January 28, 1998.

Bethlehem and Lukens expect to mail proxy materials to Lukens stockholders in March with the expectation that a special Lukens stockholder meeting will be held to consider the merger in the latter part of April. Lukens' stockholder approval is required to complete the merger.

Hank Barnette, Bethlehem's chairman and chief executive officer, said, “Bethlehem is very pleased with the progress in implementing the merger agreement which we have with Lukens, and we expect that with the approval of Lukens' stockholders the transaction can be completed by the end of April. We believe that the combination of our companies will add value for our stockholders and will create a more globally competitive and customer-focused plate business, which we believe will be the premier carbon and alloy plate business.”

”The expiration of the Hart-Scott-Rodino waiting period represents a significant milestone in our efforts to achieve maximum shareholder value through a merger with Bethlehem Steel,” said R. W. Van Sant, Lukens' chairman and chief executive officer. “The Board of Directors believes this strategic combination will enhance the great value we have built in our company and holds benefits for all Lukens' stakeholders. We look forward to completing the merger as quickly as possible.”

   
 
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