As filed with the Securities and Exchange Commission on March 23, 2000
Registration No. 333-93903
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Amendment No. 2 to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE LTV CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 331 75-1070950
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
200 Public Square
Cleveland, Ohio 44114
(216) 622-5000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
-----------------------
Glenn J. Moran
Senior Vice President, General
Counsel and Secretary
The LTV Corporation
200 Public Square
Cleveland, Ohio 44114
(216) 622-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------
Copies to:
James A. Florack
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
-----------------------
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed
Maximum Proposed Maximum
Title of Each Class Amount to be Offering Price Per Aggregate Amount of
of Securities to be Registered Registered Unit(1) Offering Price(1) Registration Fee(2)
- ------------------------------------------------------------------------------------------------------------------------
11 3/4% Senior Exchange Notes due $275,000,000 100% $275,000,000 $72,600
2009..............................
- ------------------------------------------------------------------------------------------------------------------------
Guarantees of 11 3/4% Senior (4) (4) (4) (5)
Exchange Notes due 2009 (3).......
- ------------------------------------------------------------------------------------------------------------------------
- ---------
(1) Estimated solely for the purpose of computing the amount of the
registration fee.
(2) Calculated pursuant to Rule 457(f) of the rules and regulations under the
Securities Act of 1933.
(3) See inside facing page for table of additional registrant guarantors.
(4) No separate consideration will be received for the guarantees.
(5) Pursuant to Rule 457(n), no separate filing fee is required for the
guarantees.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
===============================================================================
STATE OR OTHER
JURISDICTION OF IRS EMPLOYER ADDRESS OF REGISTRANT
EXACT NAME OF REGISTRANT INCORPORATION IDENTIFICATION GUARANTOR'S PRINCIPAL
GUARANTOR OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------ --------------- -------------- ---------------------
Aliquippa and Southern Pennsylvania 25-6000017 3060 Eggers Avenue
Railroad Company Cleveland, OH 44105
Chicago Short Line Railway Illinois 36-6000666 3060 Eggers Avenue
Company Cleveland, OH 44105
Copperweld Bimetallic Pennsylvania 25-1482282 c/o Copperweld Corporation
Products Company Four Gateway Center
Pittsburgh, PA 15222
Copperweld Corporation Delaware 25-0420260 c/o Copperweld Corporation
Four Gateway Center
Pittsburgh, PA 15222
Copperweld Equipment Texas 75-2587990 c/o Copperweld Corporation
Company Four Gateway Center
Pittsburgh, PA 15222
Copperweld Marketing & Sales Pennsylvania 25-1482284 c/o Copperweld Corporation
Company Four Gateway Center
Pittsburgh, PA 15222
Copperweld Tubing Products Ohio 25-1235941 c/o Copperweld Corporation
Company Four Gateway Center
Pittsburgh, PA 15222
The Cuyahoga Valley Railway Ohio 36-6000822W 3060 Eggers Avenue
Company Cleveland, OH 44105
Dearborn Leasing Company Illinois 36-2544819 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
Erie B Corporation Minnesota 23-2092900 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
Erie I Corporation Minnesota 36-3012357 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
Fox Trail, Inc. Delaware 31-1501812 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
Georgia Tubing Corporation Delaware 75-1183106 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
2
STATE OR OTHER
JURISDICTION OF IRS EMPLOYER ADDRESS OF REGISTRANT
EXACT NAME OF REGISTRANT INCORPORATION IDENTIFICATION GUARANTOR'S PRINCIPAL
GUARANTOR OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------ --------------- -------------- ---------------------
J&L Empire, Inc. Delaware 75-1917523 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
Jalcite I, Inc. Delaware 25-1263715 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
Jalcite II, Inc. Delaware 25-1255460 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
LTV Blanking Corporation Delaware 34-1859122 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
LTV-Columbus Processing, Delaware 34-1901260 c/o The LTV Corporation
Inc. 200 Public Square
Cleveland, OH 44114-2308
LTV/EGL Holding Company Delaware 75-1994274 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
LTV Electro-Galvanizing, Inc. Delaware 75-2008310 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
LTVGT, Inc. Delaware 34-1859119 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
LTV International, Inc. Delaware 75-1966078 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
LTV Pickle, Inc. Delaware 31-1498401 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
LTV Steel Company, Inc. New Jersey 34-0486510 200 Public Square
Cleveland, OH 44114-2308
LTV Steel de Mexico, Ltd. Delaware 34-1859121 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
LTV Steel Mining Company Minnesota 34-1272646 P.O. Box 847
Hoyt Lakes, MN 55750
3
STATE OR OTHER
JURISDICTION OF IRS EMPLOYER ADDRESS OF REGISTRANT
EXACT NAME OF REGISTRANT INCORPORATION IDENTIFICATION GUARANTOR'S PRINCIPAL
GUARANTOR OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------ --------------- -------------- ---------------------
LTV-Walbridge, Inc. Delaware 34-1900953 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
The Mahoning Valley Railway Ohio 34-1337780 3060 Eggers Avenue
Company Cleveland, OH 44105
Metallon Materials Acquisition Delaware 05-0485027 c/o Copperweld Corporation
Corporation Four Gateway Center
Pittsburgh, PA 15222
Miami Acquisition Corporation Ohio 31-1385823 c/o Copperweld Corporation
Four Gateway Center
Pittsburgh, PA 15222
The Monongahela Connecting Pennsylvania 25-6002183W 3060 Eggers Avenue
Railroad Company Cleveland, OH 44105
Nemacolin Mines Corporation Pennsylvania 25-1471380 2800 North Main Street
Extension, Suite 107
Washington, PA 15301
Republic Technology Delaware 34-1257522 c/o The LTV Corporation
Corporation 200 Public Square
Cleveland, OH 44114-2308
The River Terminal Railway Ohio 36-6002309W 3060 Eggers Avenue
Company Cleveland, OH 44105
Southern Cross Investment Delaware 51-0119942 c/o Copperweld Corporation
Company Four Gateway Center
Pittsburgh, PA 15222
TAC Acquisition Corporation Delaware 23-2875189 c/o Copperweld Corporation
Four Gateway Center
Pittsburgh, PA 15222
Trico Steel Company, Inc. Delaware 34-1795830 701 Bank Street, NW
Decatur, AL 35601
United Panel, Inc. Pennsylvania 23-2623708 Route 512 and Wildon Terrace
Mt. Bethel, PA 18343
Varco-Pruden International, Delaware 62-1695229 c/o VP Buildings, Inc.
Inc. 3200 Players Club Circle
Memphis, TN 38125
VP Buildings, Inc. Delaware 31-1539511 3200 Players Club Circle
Memphis, TN 38125
Welded Tube Holdings, Inc. Delaware 36-3515952 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
4
STATE OR OTHER
JURISDICTION OF IRS EMPLOYER ADDRESS OF REGISTRANT
EXACT NAME OF REGISTRANT INCORPORATION IDENTIFICATION GUARANTOR'S PRINCIPAL
GUARANTOR OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------ --------------- -------------- ---------------------
Welded Tube Co. of America Delaware 23-1399798 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
Youngstown Erie Corporation Minnesota 75-1640111 c/o The LTV Corporation
200 Public Square
Cleveland, OH 44114-2308
5
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 23, 2000
Prospectus
The LTV Corporation
Offer to Exchange all Outstanding
11 3/4% Senior Notes due 2009
for
11 3/4% Senior Exchange Notes Due 2009
We are offering to exchange up to $275,000,000 of our new 11 3/4% Senior
Exchange Notes due 2009 for up to $275,000,000 of our outstanding 11 3/4%
Senior Notes due 2009. The terms of the new notes are identical in all material
respects to the terms of the old notes, except that the new notes have been
registered under the Securities Act and the transfer restrictions and
registration rights relating to the old notes do not apply to the new notes.
We do not intend to list the new notes on any national securities exchange
or NASDAQ.
To exchange your old notes for new notes:
o you must complete and send the letter of transmittal that
accompanies this prospectus to the exchange agent, U.S. Bank
Trust National Association, by 5:00 p.m., New York time, on o,
2000
o if your old notes are held in book-entry form at The Depository
Trust Company, you must instruct DTC, through your signed letter
of transmittal, that you wish to exchange your old notes for new
notes. When the exchange offer closes, your DTC account will be
changed to reflect your exchange of old notes for new notes
o you should read the section called "The Exchange Offer" for
further information on how to exchange your old notes for new
notes
See "Risk Factors" beginning on page 14 for a discussion of risk factors
that you should consider prior to tendering your old notes in the exchange
offer.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the new notes to be issued in the
exchange offer or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of this prospectus is o, 2000.
6
Prospectus Summary
The following summary contains basic information about this offering. It
may not contain all the information that is important to you in making your
investment decision. Therefore, you should read the entire document and the
financial statements and other information incorporated by reference to LTV's
1999 Annual Report on Form 10- K carefully. The "Description of Notes" section
of this prospectus beginning on page 36 contains more detailed information
regarding the terms and conditions of the notes.
LTV
Overview
LTV is a leading North American producer of flat rolled steel and
steel-related products such as pipe, tubing and pre-engineered metal buildings.
Based on 1998 shipments, we are the third largest North American integrated
steel producer, the second largest producer of flat rolled steel and a leading
supplier of flat rolled steel to the automotive, appliance and electrical
equipment and service center industries in the United States. We believe that,
with our 1999 acquisitions of Welded Tube Company, Copperweld Corporation and
Copperweld Canada, Inc., we are the largest producer of mechanical and
structural steel tubing products in North America. We are also the second
largest manufacturer of pre-engineered metal buildings systems in North
America. We operate two integrated steel mills, Cleveland Works and Indiana
Harbor Works, various steel finishing and processing facilities and numerous
tubular and metal buildings operations.
Our principal executive offices are located at 200 Public Square,
Cleveland, Ohio 44114. Our telephone number is (216) 622-5000.
7
The Exchange Offer
Securities Offered....................................... Up to $275,000,000 aggregate principal amount of
11 3/4% Senior Exchange Notes due 2009.
The Exchange Offer....................................... We are offering to issue the new notes in exchange for
a like principal amount of your old notes. We are
offering to issue the new notes to satisfy our
obligations contained in the registration rights
agreement entered into when the old notes were sold in
transactions permitted by Rule 144A and Regulation S
under the Securities Act and therefore not registered
with the SEC.
Tenders, Expiration Date, Withdrawal..................... The exchange offer will expire at 5:00 p.m. New York
City time on o, 2000 unless it is extended. If you
decide to exchange your old notes for new notes, you
must acknowledge that you are not engaging in, and do
not intend to engage in, a distribution of the new notes.
If you decide to tender your old notes in the exchange
offer, you may withdraw them at any time prior to o,
2000. If we decide for any reason not to accept any old
notes for exchange, your old notes will be returned to
you without expense promptly after the exchange offer
expires.
Federal Income Tax Consequences.......................... Your exchange of old notes for new notes in the
exchange offer will not result in any income, gain or
loss to you for Federal income tax purposes. See
"Material United States Federal Income Tax
Consequences of the Exchange Offer."
Use of Proceeds.......................................... We will not receive any proceeds from the issuance of
the new notes in the exchange offer.
Exchange Agent........................................... U.S. Bank Trust National Association is the exchange
agent for the exchange offer.
Failure to Tender Your Old Notes......................... If you fail to tender your old notes in the exchange
offer, you will not have any further rights under the
registration rights agreement, including any right to
require us to register your old notes or to pay you
liquidated damages.
8
Summary Description of the Notes
The terms of the new notes and the old notes are identical in all material
respects, except that the new notes have been registered under the Securities
Act, and the transfer restrictions and registration rights relating to old
notes do not apply to the new notes.
Issuer............................................... The LTV Corporation.
Notes................................................ $275,000,000 aggregate principal amount of 11 3/4%
Senior Notes due 2009. The old notes were issued and
the new notes will be issued under an indenture that
provides for the issuance of an unlimited amount of
additional notes, subject to compliance with the terms
of the indenture and our other debt instruments. Any of
the additional notes will be identical in all respects to
the notes, except for issue price and issuance date, and
will vote with the notes as a single series.
Maturity Date........................................ November 15, 2009.
Interest Payment Dates............................... May 15 and November 15 of each year, commencing
May 15, 2000.
Guarantors........................................... The notes will be unconditionally guaranteed on an
unsecured basis by each of our existing and future
domestic wholly-owned subsidiaries except particular
unrestricted subsidiaries and special purpose
subsidiaries established to facilitate our working
capital facilities.
Ranking.............................................. The notes will be senior unsecured obligations. The
notes will rank equally in right of payment with all our
existing and future unsecured senior debt, including
our existing 8.20% Senior Notes due 2007, which we
refer to as our 1997 notes, and will be senior in right
of payment to all our future subordinated debt.
The guarantees provided by Welded Tube, the
Copperweld Corporation and their subsidiaries that
are guarantors are unsecured obligations
subordinated to the guarantees provided by these
companies under the bank financing into which we
entered in connection with the acquisitions. The
guarantees will be equal in right of payment with
the guarantors' other existing and future senior
unsecured obligations, other than those under our
bank financing. The guarantees provided by each of
the other guarantors and any of their subsidiaries
that become guarantors will be senior unsecured
obligations of the guarantors, will be equal in
right of payment with their respective other
existing and future senior unsecured obligations,
and will be senior in right of payment to any of
their future subordinated debt.
9
The notes and the guarantees will be effectively
subordinated to (1) all of our and the guarantors'
secured debt, including debt under our bank
financing, and other obligations to the extent of
the value of the assets securing the debt and
other obligations; and (2) to the obligations of
each of our subsidiaries that is not a guarantor,
to the extent of these subsidiaries' assets. As of
December 31, 1999:
o our total balance sheet liabilities were
approximately $4.6 billion;
o our total secured liabilities, excluding the
contingent obligations under the $250 million
United Steel Workers of America lien,
together with those of the guarantors, were
approximately $552 million; and
o the total liabilities of our subsidiaries
that are not guarantors were approximately
$435 million, excluding intercompany
indebtedness.
As of December 31, 1999, we and the guarantors had
approximately $91 million of outstanding secured
letters of credit and approximately $90 million of
additional available borrowing capacity under our
existing working capital facilities. See
"Description of Notes--Ranking."
Optional Redemption.................................. We may not redeem the notes prior to November 15,
2004, except as set forth below. On or after
November 15, 2004, we may, at our option, redeem
the notes in whole or in part, in cash, at any time at the
redemption prices set forth under "Description of
Notes--Optional Redemption," together with accrued
and unpaid interest, if any, to the redemption date.
In addition, at our option, up to 35% of the
aggregate principal amount of the notes originally
issued may be redeemed prior to November 15, 2002
at a price of 111.750% of their principal amount,
together with accrued and unpaid interest, if any,
to the redemption date, with the net proceeds of
one or more public equity offerings; provided that
at least 65% of the principal amount of the notes
originally issued remains outstanding following
the redemption. See "Description of
Notes--Optional Redemption."
Change of Control.................................... Upon the occurrence of a change of control, as defined
in the indenture, you will, subject to limitations
described in this prospectus, have the right to require
us to repurchase all or a portion of your notes at a cash
purchase price equal to 101% of the principal amount,
10
plus accrued and unpaid interest, if any, to the
repurchase date. There can be no assurance that
sufficient funds will be available when necessary
to make any required repurchases. See "Description
of Notes--Repurchase at the Option of Holders Upon
a Change of Control."
Certain Covenants.................................... The terms of the notes will limit our ability and the
ability of our restricted subsidiaries to, among other
things:
o incur additional indebtedness;
o make any dividend or other distributions with
respect to our capital stock or purchase,
redeem or retire our capital stock;
o create liens;
o in the case of our restricted subsidiaries,
create or permit to exist dividend or payment
restrictions with respect to us;
o consolidate, merge or transfer all or
substantially all our assets or the assets of
LTV Steel or our tubular business;
o sell assets; and
o transact business with our affiliates.
All of these limitations will be subject to a
number of important qualifications, including the
elimination of particular covenants, if we obtain
an investment grade rating for the notes. See
"Description of Notes--Certain Covenants."
11
Summary Historical and Pro Forma Financial Information and Certain
Operating Data of The LTV Corporation
The following table sets forth for the periods indicated summary
consolidated financial data for The LTV Corporation. The historical
consolidated financial data for the years ended December 31, 1999, 1998 and
1997 are derived from audited financial statements. The audited financial
statements are incorporated by reference to our Annual Report on Form 10-K for
the fiscal year ended December 31, 1999 and should be read in conjunction with
this summary. The pro forma summary combined financial data is derived from the
Unaudited Pro Forma Condensed Combined Statement of Operations contained
elsewhere in this prospectus. A pro forma balance sheet is not presented
because the acquisitions have already occurred and are reflected in LTV's
audited historical December 31, 1999 balance sheet.
The principal pro forma adjustments reflected in the data presented below
include (1) the issuance of $715 million of debt and $80 million of convertible
preferred stock to finance the acquisitions of Welded Tube Co. of America and
Copperweld Corporation and Copperweld Canada Inc. as if they had occurred as of
January 1, 1999, and the related increased interest expense and preferred
dividends, (2) reduction of debt not assumed by LTV in these acquisitions and
the related decrease in interest expense, (3) adjustments of the net assets of
Welded Tube and Copperweld to estimated fair values, (4) the excess of
acquisition cost over the fair value of net assets acquired ("goodwill") and
related amortization and (5) the incremental tax effects of the pro forma
adjustments.
In the table below, Adjusted EBITDA reflects the calculation in the manner
required by the indenture for the notes and the 1997 notes. Adjusted EBITDA
essentially represents income (loss) before taxes on income, interest expense
and depreciation and amortization, with elimination of non-cash special charges
and credits and income on non-wholly owned subsidiaries not dividended to LTV.
We believe that Adjusted EBITDA provides useful information regarding our
ability to service our debt and other obligations; however, Adjusted EBITDA
does not represent cash flow from operations as defined by generally accepted
accounting principles and should not be considered as a substitute for net
income as an indicator of our operating performance or a substitute for cash
flow as a measure of liquidity. Such cash flows are also presented in the table
below. In addition, our calculation of Adjusted EBITDA may be different from
the calculation used by our competitors, and therefore comparability may be
affected.
Year Ended December 31,
-----------------------------------------------
Pro Forma LTV Historical
as Adjusted ----------------------------------
1999 1999 1998 1997
---- ---- ---- ----
(in millions, except ratio data)
Selected Operating Data:
Sales.......................................................... $ 4,828 $ 4,120 $ 4,273 $ 4,446
Operating income (loss)(a)..................................... (158) (191) (47) 27
Interest expense(b)............................................ 88 30 3 3
Income (loss) before income taxes.............................. (234) (209) (24) 69
Net income (loss) (c).......................................... (243) (212) (27) 30
Other Financial Data:
Special charges(a)............................................. 39 39 55 150
Cash provided by (used in):
Operating activities......................................... 31 18 310 336
Investing activities......................................... (977) (929) (297) (384)
Financing activities......................................... 871 882 (72) 101
Capital expenditures........................................... 340 290 362 326
Depreciation and amortization.................................. 314 274 259 263
Adjusted EBITDA................................................ 226 153 325 503
Ratio of Adjusted EBITDA to interest expense................... 2.2x 3.4x 9.6x 22.9x
Ratio of earnings to fixed charges(d).......................... - - 1.0x 2.8x
Ratio of earnings to combined fixed charges and preferred
dividends(e)................................................... - - 1.0x 2.5x
12
- ---------
(a) Special charges are included in operating income (loss). In 1999 we
recorded a special charge of $39 million for the suspension of a pilot
business systems project being installed at our Hennepin, Illinois plant
and a salaried work force reduction. In 1998, we recorded a $55 million
special charge for the closure of a finishing facility at the Cleveland
Works, recognition of an asset impairment of an electrogalvanizing joint
venture of which we own 50%, a shutdown of a production line for
electric-weld pipe and a salaried force reduction. In 1997, we recorded a
special charge of $150 million for the shutdown of the Pittsburgh coke
plant.
(b) Net of capitalized interest of $15 million for the year ended December 31,
1999, pro forma as adjusted, and $15 million, $31 million and $19 million
for the years ended December 31, 1999, 1998 and 1997, respectively.
(c) In 1997, we recognized a cumulative effect change in accounting principle
adjustment of $7 million, net of income taxes of $4 million and an
extraordinary charge of $4 million, for the premium paid for the early
redemption of $100 million principal amount of Senior Secured Convertible
Notes due 2003.
(d) This ratio is determined by dividing the sum of earnings from continuing
operations before extraordinary items, interest expense, taxes and the
portion of rent expense representative of interest, by the sum of interest
expense (including capitalized interest) and the portion of rent expense
representative of interest. Earnings were insufficient to cover fixed
charges for the year ended December 31, 1999, pro forma as adjusted, by
$209 million and for the year ended December 31, 1999 by $184 million.
(e) Earnings were insufficient to cover the combined fixed charges and
preferred dividends for the year ended December 31, 1999, pro forma as
adjusted, by $218 million, and for the year ended December 31, 1999 by
$187 million.
13
RISK FACTORS
In addition to other matters described in this prospectus, you should
carefully consider the following risk factors.
Risk Factors Relating to the Notes
Subordination: Your rights to receive payment on the notes will be junior
to many other obligations
Your claim as a note holder and in respect of each guarantee will be
junior to that of many other claims.
First, the notes will not be guaranteed by each of our subsidiaries, and
in any bankruptcy or insolvency, your claim as a noteholder on any
non-guarantor subsidiary will effectively be that of an equity claimant, and
all obligations of those non-guarantor subsidiaries will be entitled to receive
payment in full before any amounts are made available to pay the other
obligations of LTV and its subsidiaries. As of December 31, 1999, the total
liabilities of our non-guarantor subsidiaries was approximately $435 million
excluding intercompany indebtedness.
Second, the guarantees provided by Welded Tube, the Copperweld Corporation
and their subsidiaries that become guarantors will be contractually
subordinated to the guarantees provided by those companies under our bank
financing. As a result, payment on those guarantees will be junior to payment
by those subsidiaries of their obligations under our bank financing, which had
an aggregate outstanding principal amount of $225 million as of December 31,
1999.
Third, the notes and the guarantees will also be effectively subordinated
to any of our and any of the guarantors' secured debt and other obligations, to
the extent of the value of the assets securing the debt and other obligations.
As of December 31, 1999, we and the guarantors had approximately $552 million
of secured debt or other secured obligations outstanding, excluding the
contingent obligations under the $250 million United Steel Workers of America
lien. These obligations include approximately $115 million under our inventory
financing, which are secured by much of our steel inventory, $205 million under
our accounts receivables financing, which are secured by our accounts
receivable for steel, and our new bank financing, which is secured by mortgages
and liens on physical property and stock of Copperweld, Welded Tube and the
other entities conducting our tubular products business. Some of these
obligations are also obligations of non-guarantor subsidiaries or obligations
under our bank financing.
Upon the sale or other disposition of any guarantor or the sale or
disposition of all or substantially all of that guarantor's assets as permitted
by the indenture, the guarantor will be released from all its obligations under
the guarantee.
We may be unable to purchase the notes upon a change of control
Upon particular change of control events, we would be required to offer to
purchase the notes in cash at a price equal to 101% of their aggregate
principal amount plus accrued and unpaid interest, if any. We may not have the
financial resources necessary to repurchase the notes and satisfy other payment
obligations that could be triggered upon a change of control.
A change of control under the terms of the notes will constitute an event
of default under our bank financing and will trigger a similar repurchase
obligation under the terms of our 1997 notes. Debt that we incur in the future
may contain similar provisions, or may require repurchase upon a change of
control. If a change of control were to occur and cause an event of default
under our bank financing and other debt, the lenders under those facilities
would have the right to declare their debt immediately due and payable,
increasing the needs we would have for cash to repay affected obligations. See
"Description of Notes--Repurchase at the Option of Holders Upon a Change of
Control."
If we do not have sufficient financial resources to effect a change of
control offer, we would be required to seek additional financing from outside
sources to repurchase the notes. There can be no assurance that financing would
be
14
available to us on satisfactory terms. If we fail to pay the purchase price
with respect to a change of control offer, you would have the rights described
under "Description of Notes--Events of Default."
There is no public trading market for the notes; the old notes contain
restrictions on transfer
There is no established trading market for the notes and an active or
liquid trading market for the notes may not develop. If a trading market does
develop, the notes may trade at a discount from their initial offering price,
depending upon prevailing interest rates, the market for similar securities,
our financial condition and results of operations and some other factors.
Although we expect the notes to be eligible for trading in The PORTAL Market of
The Nasdaq Stock Market, Inc., we do not intend to list the notes on any
securities exchange or to arrange for them to be quoted on the Nasdaq National
Market or any other quotation system.
We offered and sold the old notes in a private offering exempt from
registration requirements of the Securities Act. Holders of old notes who do
not exchange their old notes for new notes pursuant to the exchange offer will
continue to be subject to the restrictions on transfer of the old notes as set
forth in the legend on the old notes. In general, the old notes may not be
offered or sold, unless registered under the Securities Act, except pursuant to
an exemption from or in a transaction not subject to, the Securities Act and
applicable state securities laws. We do not intend to register the old notes
under the Securities Act.
Fraudulent conveyance: Federal and state statutes could allow courts, under
specific circumstances, to void guarantees and require noteholders to return
payments received from Guarantors
Under federal and state fraudulent transfer laws, a court could void a
noteholder's claim under any guarantee or subordinate that claim on the
guarantee to the relevant guarantor's other obligations if, among other things,
the relevant guarantor:
o issued the guarantee with the intent of hindering, delaying or
defrauding current or future creditors; or
o received less than fair consideration or reasonably equivalent value
for incurring the indebtedness represented by its guarantee; and
o either (1) was insolvent or was rendered insolvent by reason of the
issuance of the guarantee; (2) was engaged, or about to engage, in a
business or transaction for which its assets were unreasonably small;
or (3) intended to incur, or believed or should have believed it
would incur, debts beyond its ability to pay as those debts mature.
In that event, you might not receive any payment under the guarantee of the
applicable guarantor. If any guarantee were not enforceable, assets of the
affected guarantor would be available for obligations under the notes only
after payment of all liabilities of that guarantor.
Different jurisdictions define "insolvency" differently. However, an
entity generally would be considered insolvent at the time it incurred any
particular obligation if:
o its liabilities exceeded the fair saleable value of its assets, or
o the present saleable value of its assets is less than the amount
required to pay its total existing debts and liabilities (including
the probable liability related to contingent liabilities) as they
become absolute or matured, or
o it could not pay its debts as they become due.
15
Leverage: Our substantial debt and other obligations may impair our
ability to repay the notes and adversely affect us
We have substantial debt and other obligations, which will affect our
business in may ways, including the following:
o we will use a significant portion of our cash flow from our
operations to service our debts and fund our pension and other
postemployment benefit obligations, which will reduce cash available
for other purposes;
o we may not have or be able to obtain sufficient cash, whether from
operations or through new financings, to make capital expenditures,
new investments and acquisitions;
o the covenants in our debt agreements will limit our ability to make
new investments and acquisitions and obtain new financing and
otherwise restrict the way in which we operate our business,
o our debt agreements also contain financial covenant compliance which
is in part beyond our control; if we are unable to comply with these
covenants and creditors accelerated the maturity of those debts, it
is unlikely we would be able to pay them when required; and
o our ability to adjust to changing market conditions and competition
may be limited by the amount of fixed obligations, and we may be more
vulnerable to fluctuations in market conditions than some of our
competitors.
As of December 31, 1999, our total consolidated debt, pension and other
postemployment health care and insurance benefit liabilities were approximately
$3.4 billion, excluding approximately $91 million of outstanding letters of
credit. In addition, we could incur approximately $300 million of additional
debt under the indenture for the notes based on our financial results through
December 31, 1999, assuming an interest rate on the additional debt of 10%, and
approximately $490 million under additional exceptions contained in the
indenture, including approximately $90 million of available borrowing capacity
under our existing working capital facilities. We expect that the financial
covenants in our new bank financing will prohibit us from incurring much of
this additional debt, but these financial covenants will not begin to be
calculated until March 31, 2000. Under the indenture, we would also be able to
declare approximately $65 million in the aggregate in distributions on our
capital stock based upon our results of operations through December 31, 1999.
Our debt service for 1999 was approximately $45 million, and would have
been approximately $111 million on a pro forma basis assuming that our debt at
December 31, 1999 had been outstanding for all of 1999 at interest rates
prevailing on December 31, 1999. Our annual expense for pensions and other
postemployment benefit obligations was approximately $163 million for 1999,
which we believe is currently higher on a per-ton-shipped basis than that of
some other domestic integrated steel producers that publicly report this data.
Cash obligations include (1) postemployment health care and other insurance
benefits and (2) required contributions to a Voluntary Employees' Beneficiary
Association Trust to prefund postemployment health care and other insurance
benefits. The amount of these expenses depends on a variety of factors and, in
particular, could increase if:
o we become subject to new federal legislation changing our
postemployment benefit and pension-related obligations or increasing
our annual cash flow requirements related to current pension funding
requirements or pension insurance premiums;
o the actual retirement or other termination of active employees is
significantly earlier than projected; or
o any of our obligations are modified after August 2004 because of
contractual changes with the USWA.
16
Our debt agreements have restrictive covenants that may adversely affect our
business. If we are unable to comply with these covenants, our creditors could
accelerate the maturity of our debt obligations.
The indentures governing the notes and our 1997 notes and our other
financing agreements contain covenants that limit our ability to engage in
transactions that might otherwise be beneficial to us and to our ability to
generate cash from operations or other sources to continue to make payments on
the notes. Our bank financing also contains restrictive covenants, including
requirements to maintain specific financial ratios and satisfy other financial
tests. Our ability to meet those financial ratios and tests can be affected by
events beyond our control, and we may not be able to meet them.
The breach of a covenant or the occurrence of a default under our bank
financing or our other financing arrangements would permit the relevant
creditors to declare all outstanding amounts under that facility immediately
due and payable and terminate all commitments to extend further credit. It is
unlikely that we would have sufficient assets to repay our debts, if those
obligations were accelerated.
Risk Factors Relating to LTV
We may not be able to satisfy the substantial capital investment and
maintenance requirements of running our business
Our integrated steel operations are capital intensive. We might not have
adequate funds to make all capital expenditures that we might find desirable,
or even to preserve our competitive position or comply with environmental
regulations. If we do not, our business may be impaired and our profitability
reduced. Over the last ten years, our consolidated capital expenditures have
totaled approximately $3 billion and over the last three years, our
consolidated capital expenditures have totaled approximately $978 million.
We may not be able to achieve the expected benefits from the tubular business
acquisitions
We expect that our combination of the LTV Tubular, Welded Tube and
Copperweld businesses will provide us operating advantages and cost savings
that will more than compensate for the costs of combining those businesses. Our
cash flow and profitability would be diminished if we were unable to achieve
those advantages and savings, making it more difficult for us to service our
obligations including the notes. The integration and consolidation of two or
more businesses requires substantial management time and other resources, and
the combined entity is not always more successful than the businesses would
have been if they had remained independent. For example, we could find it
difficult to combine three management teams, coordinate production schedules
and coordinate production and administrative services for the combined
operations.
Our diversification strategies may not be successful, and we could suffer
losses from new or existing investments
Our recent expansion and continuing efforts to diversify our business
exposes us to risk of loss from new investment. We have recently expanded
beyond our existing integrated steel operations, and expect to continue to
diversify our business by investing in our metal fabrication business and
making additional steel-related investments. In particular, we have expanded
our operations in part through joint venture investments and expect to continue
to make similar investments. There are a number of risks associated with joint
ventures, including the risks that our venture partners may:
o have economic or business interests that are inconsistent with our
interests; or
o be unable to meet their economic or other obligations and we may be
required or choose to fulfill those obligations.
In addition, many of the opportunities we are pursuing are, or have
investments in, start-up operations and may require significant additional
investments before becoming operational. The development, construction and
start-up of these operations are subject to numerous risks. Cliffs and
Associates, for example, our 46.5% owned joint venture to produce reduced iron
briquettes, has experienced some difficulties in start-up that, although being
addressed, have
17
caused some delays in its full operation. After start-up of these operations,
we may be required to make further investments and we could incur significant
losses before any profits are realized. For example, Trico Steel, our 50% owned
mini-mill operation, has experienced substantial equipment problems, including
but not limited to transformer outages, that have prevented it from reaching
satisfactory levels of performance. Further, assuming these equipment problems
can be fully resolved, additional capital expenditures may be required to
permit Trico Steel to operate at a level that makes our investment in it
profitable, and there can be no assurance that Trico Steel would have the funds
necessary to make these expenditures.
We could be forced to sell our Trico Steel joint venture investment at a loss
We could be forced to sell our investment in Trico Steel on an expedited
schedule. We could suffer a substantial loss on our sale if we are unable to
sell on a schedule that allows us to realize the highest available price for
our investment, which we reflect in our December 31, 1999 consolidated
financial statements at $152 million. In our new labor agreement with the USWA,
we have agreed to cause Trico Steel to enter into a neutrality agreement with
the USWA with respect to efforts to organize Trico employees or, if we have not
done so by August 1, 2000, to expeditiously exit from our Trico Steel
investment. Because we own only a 50% interest in Trico Steel, we are unable
unilaterally to ensure that Trico Steel undertakes these steps, and we may
therefore be required to divest our Trico Steel investment. We are presently in
discussions with our Trico Steel partners regarding Trico Steel neutrality.
We rely heavily on automotive industry customers for our sales; any loss or
diminished demand from these customers could adversely affect our business
Demand for much of our steel products is affected by, among other things,
the strength or weakness of the automotive industry, and any weakness of demand
from automotive customers could impair our profitability. The automotive
industry can be highly cyclical and is dependent on, among other things,
consumer spending, labor relations and the impact of international trade.
Direct sales of our products to the automotive market accounted for
approximately 29% of our steel-related sales in 1999, 30% in 1998 and 28% in
1997. We also sell to the steel service center and converter markets which, in
turn, sell a portion of their product to the automotive industry. Direct sales
to General Motors Corporation, our largest customer, accounted for
approximately 10% of our consolidated sales in 1999, 9% in 1998 and 11% in
1997. Our current sales arrangement with General Motors expires at year-end
2000 and future sales to General Motors may not continue at these historic
levels.
Automotive manufacturers that sell passenger cars and light-duty trucks in
the United States are required to comply with increasingly stringent federally
mandated corporate average fuel economy standards. Increases in fuel economy
standards from their current levels could require vehicle manufacturers to
reduce the average weight of vehicles sold in the United States by reducing the
average amount of steel used in those vehicles. A reduction of the amount of
steel used in a vehicle could result in a reduction of our sales and have a
material adverse effect on our business.
Unplanned repairs or equipment outages could interrupt production and reduce
operating income or cash flow
Our integrated steel operations depend upon critical pieces of steelmaking
equipment, such as blast furnaces and continuous casters, that may occasionally
be out of service due to routine scheduled maintenance or equipment failures.
Any unplanned unavailability of critical equipment would interrupt our
production capabilities and reduce our sales and profitability. Although we
have not recently experienced any equipment failures that have resulted in the
complete shutdown of a major portion of our steelmaking production for a
significant period, we have experienced unscheduled equipment outages in the
past and we could have material shutdowns in the future. We currently have no
plans for equipment shutdowns other than for routine scheduled maintenance in
the ordinary course of business, which we do not expect to have a material
effect on our operations.
18
Because we rely on net operating loss carryforwards to reduce potential
future income tax liabilities, our financing options will be limited
We rely on the availability of net operating loss carryforwards to reduce
any future income tax liability. This availability would be lost were we to
undergo an "ownership change" under the Internal Revenue Code of 1986. Our
future ability to issue additional shares of stock or equity-related
instruments convertible into stock may be limited in order to avoid an
"ownership change" and significant impairment to our ability to use our net
operating losses to reduce tax expense. Because we are also limited in the
amount of debt financing that we can undertake, our limitations on raising
equity may mean that we are unable to obtain equity financing even under
circumstances where it would otherwise be an attractive source of financing.
Most of our employees belong to unions, and we must periodically renegotiate
labor contracts to avoid work stoppages
Most of our employees belong to unions, and we accordingly negotiate with
those unions to put in place collective bargaining agreements. Any failure to
reach agreement on new labor agreements when required might result in a work
stoppage that could, depending upon the operations affected and the length of
the work stoppage, have a material adverse effect on our operations.
Risk Factors Relating to the Steel Industry and Related Industries
The cyclicality of the steel industry may make our operating results fluctuate
The domestic steel industry is cyclical due primarily to the cyclicality
of the industries it serves and changes in total industry capacity. Our results
of operations are substantially affected by small variations in the realized
prices of our products; changes in demand can produce significant volatility in
our profitability. For example, our integrated steel operations shipped 7.5
million tons of integrated steel products and recorded sales of $3.4 billion
during 1999. A 1% increase or decrease in the average realized price during
1999 would have resulted in an increase or decrease in pre-tax income of
approximately $30 million.
Steel prices declined materially during 1998 such that our average
realized integrated steel selling prices during 1999 were below those of a
decade ago. We have been unable to implement price increases to offset the
price decreases experienced in 1998. We have suffered losses due to this drop
in prices and there is no assurance that prices will not continue to decline
and that we will not continue to suffer losses.
Imports of steel from foreign producers have created excess supply in the
market and depressed steel prices
A number of foreign steel producers, particularly those in Asia, Eastern
Europe and Latin America, have recently been exporting large quantities of
steel to the United States at depressed prices, impairing our ability to sell
our products at favorable prices and, accordingly, our profitability. Some
foreign steel producers are owned, controlled or subsidized by foreign
governments. Decisions by these foreign producers to continue production at
marginal facilities may be influenced to a greater degree by political and
economic policy considerations than by prevailing market conditions and may
further contribute to excess global capacity.
The tin industry has been subject to continuing pricing pressures, reducing
the profitability of our tin operations
The tin industry has been subject to pricing pressure, which has reduced
both our tin sales and the profitability of those tin sales. This is a result
of several factors. First, consolidation of the customer base has left
customers with greater purchasing power. Furthermore, domestic production
capacity of tin product exceeds market demand, which has been declining
somewhat due to increased market penetration by competing materials. Increased
imports of tin mill products in 1999 have also increased supply. Our capacity
utilization in our tin mills was 88% in 1998 and 83% in 1999.
19
Our competition with other domestic producers of steel and steel substitutes
may reduce our revenues from steel sales
We face competition from other domestic integrated steel producers, some
of which have greater resources than we do, and from flat rolled mini-mills,
which in many cases have lower costs of production than we do. Mini-mills
generally produce steel from scrap in electric furnaces, have lower employment
and environmental costs and generally target regional markets. Thin slab
casting technologies have allowed some mini-mill producers to enter
sectors of the flat rolled market that have traditionally been supplied by
integrated producers. In the case of many steel products, we compete with
manufacturers of other products, such as plastics, aluminum, ceramics, glass,
wood and concrete, all of which can diminish our sales and profitability.
Our costs of compliance with environmental regulations may affect our
competitiveness and profitability
We are subject to laws and regulations relating to the protection of human
health and the environment that are quite stringent and are generally becoming
more stringent. We incur substantial capital and operating costs to comply with
these laws, which puts us at a competitive disadvantage to steel producers that
do not have comparable costs and reduces our cash flow and profitability. In
1999, we spent approximately $18 million in capital expenditures for
compliance-related environmental projects, and we expect that our average
annual capital expenditures for similar environmental projects will be
approximately $24 million over the next five years. If environmental laws and
regulations that affect us or their application were to become more stringent,
our costs of compliance could increase over those expected levels.
Risk Factors Relating to the Metal Fabrication Business Segment
Significant recent increases in structural tubing production capacity could
continue to depress prices
Recent expansion in the structural tubing industry has resulted in
overcapacity and continued pressure on prices, reducing the profitability of
our structural tubing business. New mill capacity in North America has
increased approximately 25% since 1996, and U.S. capacity utilization has been
reduced to below 60%. In addition, producers of tubing for the oil drilling
industry or other related industries may, in response to weakness in their
target markets, attempt to shift more product sales into our target markets
until demand for their core products returns.
Cyclicality of demand in the target markets of our metal fabrication
business could periodically result in decreased demand and lower prices
The target markets of our metal fabrication business, particularly the
non-residential construction market, are cyclical, and decreases in demand
could result in lower sales and prices for our tubular and metal buildings
products. We cannot predict the timing, region or severity of future economic
or industry downturns. A weak agricultural market could also have an adverse
effect on the sales and prices realized by our metal fabrications business.
Revenues from the sale of structural and mechanical tubing segments directly
and indirectly to the agricultural industry would have accounted for
approximately 19% of our pro forma tubular sales for 1999. Demand for these
products depends primarily on strong agricultural yields, price and sales.
Our bimetallics business unit relies heavily on one customer; any decline in
sales to that customer could adversely affect our revenues in that unit
In 1999, CommScope, Inc. accounted for approximately $44 million, or 41%
of Copperweld's bimetallics business unit revenues. The loss of any or all of
the CommScope business could have a material adverse effect on the results of
operations of our metal fabrication business. CommScope and Copperweld are
parties to a multi-year supply agreement that expires in March 2000. In
February 1999, CommScope acquired the assets of the only other significant U.S.
producer of bimetallic wire, and as a result will be capable of satisfying a
substantial portion of its needs internally once the relocated equipment is
operational. Because of its ability to provide a portion of its needs through
its own operations, CommScope could decide to decrease its purchases from our
bimetallics business, which would reduce our cash flow and profitability in
that business.
20
Where You Can Find More Information
We are subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance with the Exchange Act, are required to
file reports and other information with the Securities and Exchange Commission.
All reports and other information filed by us with the SEC may be inspected
without charge at the public reference facilities maintained by the SEC at 450
Fifth Street, NW, Washington, D.C. 20549, and at the regional offices of the
SEC located at Seven World Trade Center, 13th Floor, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of the documents can be obtained from the public reference
section of the SEC, 450 Fifth Street, NW, Washington, D.C. 20549, at prescribed
rates. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. The SEC maintains a web site (http://www.sec.gov) that
contains reports, proxy and information statements and other information
regarding registrants, including us, that file electronically with the SEC. In
addition, these reports and other information concerning us may also be
inspected at the offices of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005.
We have filed with the SEC a registration statement on Form S-4 under the
Securities Act with respect to the exchange offer of the new notes. As allowed
by SEC rules, this prospectus does not contain all of the information that you
can find in the registration statement or the exhibits to the registration
statement.
The SEC allows us to "incorporate by reference" the information we file
with the SEC. This permits us to disclose important information to you by
referring to these filed documents. Any information referred to in this way is
considered part of this prospectus, and any information filed with the SEC by
us after the date of this prospectus will automatically be deemed to update and
supersede this information. We incorporate by reference the following
documents:
o Annual Report on Form 10-K for the year ended December 31, 1999; and
o Current Report on Form 8-K filed on November 22, 1999, as amended by
Current Report on Form 8-K/A, filed on January 25, 2000.
We also incorporate by reference any future filings made with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the
termination of the offering under this prospectus.
We will provide without charge upon written or oral request, a copy of any
or all of the documents that are incorporated by reference into this
prospectus, other than exhibits which are specifically incorporated by
reference into those documents. Requests should be directed to The LTV
Corporation, 200 Public Square, Cleveland, Ohio, 44114; (216) 622-5631;
Attention: Senior Vice President, General Counsel and Secretary.
To obtain timely delivery, you must request the information no later than
five business days before o, 2000.
While any notes remain outstanding, we will make available, upon request,
to any holder and any prospective purchaser of notes the information pursuant
to Rule 144A(d)(4) under the Securities Act during any period in which we are
not subject to Section 13 or 15(d) of the Exchange Act. Any request for this
information should be directed to our Senior Vice President, General Counsel
and Secretary at 200 Public Square, Cleveland, Ohio 44114-2308, (216) 622-5631.
The indenture requires us to distribute to the registered holders of the notes
annual reports containing our audited consolidated financial statements and
quarterly reports containing our unaudited consolidated financial statements
for the first three quarters of each fiscal year.
21
Forward-Looking Statements
Statements we make in this prospectus that are not historical facts
constitute "forward-looking statements" intended to qualify for the safe harbor
from liability established by the Private Securities Litigation Reform Act of
1995. Forward-looking statements can be identified by, among other things, the
use of forward-looking terminology, including "believes," "expects,"
"anticipates," "intends," "pro forma," "estimates" or by discussions of
strategy or intentions. Forward-looking statements, by their nature, involve
risk and uncertainty. A variety of factors could cause business conditions and
our actual results and experience to differ materially from those that we
expect and have expressed in our forward-looking statements. These factors
include, but are not limited to, the following:
o changes in market price or market demand, even if relatively small;
o changes in domestic capacity;
o changes in raw material costs;
o increased environmental and other operating costs;
o loss of business from major customers, especially for high
value-added products;
o unanticipated expenses;
o substantial changes in financial markets;
o labor unrest;
o increased foreign competition;
o major equipment failure;
o unanticipated results in pending legal proceedings; and
o difficulties in implementing information technology, including Year
2000 compliant systems.
The forward-looking statements included in this prospectus are made only
as of the date of this prospectus and we undertake no obligation to publicly
update the forward-looking statements to reflect subsequent events or
circumstances.
22
Use of Proceeds
We will not receive any cash proceeds from the issuance of the new notes.
We will cancel all of the old notes surrendered in exchange for the new notes.
23
Unaudited Pro Forma Condensed Combined Statement of Operations
The unaudited pro forma condensed combined statement of operations is
presented for illustrative purposes only, giving effect to the acquisitions of
Welded Tube and Copperweld by LTV. The unaudited pro forma condensed combined
statement of operations gives effect to the Copperweld and Welded Tube
acquisitions as if they had occurred on January 1, 1999. The purchases were
accounted for under the purchase method of accounting whereby the purchase
price is allocated based on the fair value of the assets acquired and the
liabilities assumed. The historical condensed financial statements of the
acquisitions are derived from the nine month historical combined financial
statements of Copperweld Corporation and Copperweld Canada Inc., incorporated
by reference in this prospectus and historical combined financial statements
for the period from October 1, 1999 to November 9, 1999 which are not included
herein, and the historical financial statements of Welded Tube Co. of America
incorporated by reference in this prospectus. The unaudited pro forma condensed
combined statements of operations include the respective financial statements
of LTV, Welded Tube and Copperweld and the respective pro forma adjustments
based on management's assumptions to reflect the combination. Both the audited
and unaudited financial statements, incorporated by reference in this
prospectus, should be read in conjunction with the pro forma combined financial
information. The pro forma results are not necessarily indicative of the
results of operations had these acquisitions taken place at the beginning of
the period nor indicative of future results of the combined companies.
A pro forma balance sheet is not presented because the acquisitions have
already occurred and are reflected in LTV's audited December 31, 1999 balance
sheet.
The principal pro forma adjustments to the condensed combined statement of
operations include (1) elimination of intercompany sales; (2) amortization of
goodwill and other intangibles; (3) elimination of interest on debt not
assumed; (4) interest expense on the new debt issued and dividends on the new
preferred stock issued to finance the acquisitions; and (5) incremental tax
effects of the pro forma adjustments.
Year Ended December 31, 1999
------------------------------------------------
Historical Pro Forma As Adjusted
------------------------ ----------------------
LTV Acquisitions Adjustments Combined
--------- ------------ ----------- ---------
(in millions, except per share data)
Sales.................................................... $ 4,120 $ 738 $ (30)(a) $ 4,828
Cost and expenses:
Cost of products sold................................. 3,779 622 (30)(a) 4,371
Depreciation and amortization......................... 274 26 14 (b) 314
Selling, general and administrative................... 189 43 232
Results of affiliates' operations..................... 30 30
Net interest and other (income) expense............... 18 7 51 (c) 76
Special charges....................................... 39 39
--------- ------ ------ ---------
Total.............................................. 4,329 698 35 5,062
Income (loss) before income taxes..................... (209) 40 (65) (234)
Income taxes.......................................... (3) (14) 8 (d) (9)
--------- ------ ------ ---------
Net income (loss)..................................... (212) 26 (57) (243)
Less: Preferred dividends............................. (3) (6)(e) (9)
--------- ------ ------ ---------
Net income (loss) available to common shareholders.... $ (215) $ 26 $ (63) $ (252)
========= ====== ====== =========
Earnings per share - basic and fully diluted.......... $ (2.15) $ (2.52)
Average shares outstanding (in thousands)............. 100,020 100,020
- ---------
24
Pro forma adjustments were made to reflect the:
(a) Elimination of intercompany sales from LTV to Copperweld.
(b) Amortization of goodwill and other intangibles of $188 million. The excess
of acquisition cost over the fair value of net assets acquired is being
amortized on a straight-line basis over 35 years, and other intangibles
are being amortized over periods ranging from 5 to 30 years.
(c) Pro forma adjustments to interest expense (assuming particular principal
amounts and rates shown below) after reflecting the acquisitions:
Annual Less: interest
Interest included in
Principal Rate Expense LTV historical Pro forma
--------- ------- -------- -------------- ---------
(dollars in millions)
Notes....................................... $ 275 11.750% $ 32 $ 5 $ 27
Bank Financing.............................. 225 9.995% 22 3 19
Working Capital Facilities.................. 215 6.716% 14 3 11
------ ------ ---- ---- ------
Total....................................... $ 715 $ 68 $ 11 57
====== ==== ====
Amortization of financing fees.............. 2
Less: interest expense on debt not assumed.. (8)
------
Pro forma total interest expense
adjustment............................... $ 51
======
(d) Reduction of income taxes relating to the application of LTV's net
operating loss carryforwards to the federal tax provisions of the
acquisitions. A full valuation allowance has been recorded to offset the
non-cash tax benefits arising from the losses in the respective pro forma
periods. These adjustments result in the ending pro forma income tax
provision reflecting only cash taxes that consist of state, foreign and
federal taxes including taxes of a less than 80% owned subsidiary of LTV.
(e) Annual preferred dividends at a rate of 8.25% on $80 million of our new
preferred stock.
25
Selected Combined Financial Information
and Certain Operating Data of Copperweld
The following table presents selected combined financial information and
other operating data for Copperweld Corporation and Copperweld Canada Inc. for
the periods indicated. The financial information is derived from Copperweld's
audited combined financial statements for each of the years ended December 31,
1998, 1997, 1996, 1995 and 1994. The financial information for the nine months
ended September 30, 1999 and 1998 is derived from Copperweld's unaudited
financial statements. The results of operation for the nine months ended
September 30, 1999 are not necessarily indicative of results for the full year.
The following financial information and operating data should be read in
conjunction with the Combined Financial Statements of Copperweld for the years
ended December 31, 1998, 1997 and 1996 and for the nine months ended September
30, 1999 and 1998 incorporated by reference to LTV's 1999 Annual Report on Form
10-K.
In the table below the ratio of earnings to fixed charges is determined by
dividing the sum of net income before interest expense, taxes and the portion
of rent expense representative of interest, by the sum of interest expense
(including capitalized interest) and the portion of rent expense representative
of interest.
26
Nine Months Ended
September 30, Year Ended December 31,
------------------ ------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
-------- -------- -------- -------- -------- -------- --------
(unaudited)
(in millions, except other data)
Income Statement:
Sales..............................$ 554.7 $ 552.6 $ 711.0 $ 662.7 $ 427.8 $ 429.6 $ 432.1
Cost of products sold.............. 467.3 461.0 594.8 547.1 353.1 355.2 345.2
Depreciation and amortization...... 22.8 18.1 22.9 19.8 12.8 11.5 12.2
Selling, general and administrative 30.2 28.6 36.7 38.1 28.7 20.6 25.7
-------- -------- -------- -------- -------- -------- --------
Operating income................... 34.4 44.9 56.6 57.7 33.2 42.3 49.0
Interest expense................... 7.5 7.2 8.0 8.0 4.5 4.6 4.3
Interest and other income.......... 0.9 0.7 1.3 0.8 0.5 1.2 1.2
-------- -------- -------- -------- -------- -------- --------
Income before taxes on income...... 27.8 38.4 49.9 50.5 29.2 38.9 45.9
Provision for income taxes......... 10.4 14.7 19.1 18.6 9.4 15.1 18.6
-------- -------- -------- -------- -------- -------- --------
Net income.........................$ 17.4 $ 23.7 $ 30.8 $ 31.9 $ 19.8 $ 23.8 $ 27.3
======== ======== ======== ======== ======== ======== ========
Other Financial Data:
Capital expenditures...............$ 30.7 $ 52.2 $ 83.2 $ 30.8 $ 10.2 $ 20.8 $ 11.2
Depreciation and amortization...... 22.8 18.1 22.9 19.8 12.8 11.5 12.2
Cash provided by (used in):
Operating activities............ 44.3 82.9 54.0 34.4 28.8 42.4 25.7
Investing activities............ (31.0) (56.6) (87.7) (128.6) (7.6) (25.3) (10.8)
Financing activities............ (18.1) 31.1 39.4 100.5 (24.6) (18.5) (13.5)
Ratio of earnings to fixed charges. 3.9x 5.2x 5.3x 6.4x 5.7x 6.4x 8.6x
Other Data:
Shipments
Tubing (tons in thousands)...... 622.4 621.7 798.1 701.1 360.0 347.0 384.4
Wire (pounds in millions)....... 64.3 52.3 70.3 73.5 70.1 65.1 62.6
Number of active employees......... 2,577 2,521 2,545 2,455 1,300 1,332 1,306
Balance Sheet Data (at period end):
Cash, cash equivalents and
marketable securities...........$ 8.0 $ 2.3 $ 12.8 $ 7.1 $ 0.8 $ 4.2 $ 5.6
Working capital.................... 110.2 106.8 117.2 119.2 63.2 60.8 20.2
Property, plant and equipment...... 295.8 258.4 282.3 228.6 134.7 137.7 125.8
Total assets....................... 539.4 504.8 531.1 472.2 265.1 257.3 249.5
Total debt......................... 154.2 136.6 163.7 164.6 60.4 70.9 75.7
Total postemployment health care
and other insurance benefit
liabilities..................... 40.9 41.7 39.9 41.7 32.0 30.9 31.2
Total pension benefit liabilities.. (8.2) 1.9 (3.5) 6.0 13.5 16.4 14.5
Shareholders' equity............... 213.2 188.9 199.4 135.9 91.1 82.2 71.4
27
The Exchange Offer
The LTV Corporation and the subsidiary guarantors have agreed, pursuant to
a registration rights agreement dated November 2, 1999 with the placement
agents of the old notes
(1) to file a registration statement not later than 60 days after the
date of issuance of the old notes with respect to an offer to exchange the
old notes for a new issue of notes, with terms substantially the same as
of the old notes but registered under the Securities Act,
(2) to cause the registration statement to be declared effective by
the SEC not later than 150 days after the date of issuance of the old
notes and
(3) use our best efforts to consummate the exchange offer and issue
the new notes within 60 business days after the registration statement is
declared effective.
The exchange offer is not being made to, nor will we accept tenders for
exchange from, holders of old notes in any jurisdiction in which the exchange
offer or acceptance of the exchange offer would violate the securities or blue
sky laws of that jurisdiction.
Terms of the Exchange Offer; Period for Tendering Old Notes
This prospectus and the accompanying letter of transmittal contain the
terms and conditions of the exchange offer. Upon the terms and subject to the
conditions included in this prospectus and in the accompanying letter of
transmittal, which together are the exchange offer, we will accept for exchange
old notes which are properly tendered on or prior to the expiration date,
unless you have previously withdrawn them.
o For each $1,000 principal amount of old notes surrendered to us in
the exchange offer, we will give you $1,000 principal amount of new
notes.
o We will keep the exchange offer open for not less than 30 days, or
longer if required by applicable law, after the date that we first
mail notice of the exchange offer to the holders of the old notes. We
are sending this prospectus, together with the letter of transmittal,
on or about the date of this prospectus to all of the registered
holders of old notes at their addresses listed in the trustee's
security register with respect to old notes.
o The exchange offer expires at 5:00 p.m., New York City time, on o,
2000; provided, however, that we, in our sole discretion, may extend
the period of time for which the exchange offer is open. The term
"expiration date" means o, 2000 or, if extended by us, the latest
time and date to which the exchange offer is extended.
o As of the date of this prospectus, $275,000,000 in aggregate
principal amount of the old notes were outstanding. The exchange
offer is not conditioned upon any minimum principal amount of old
notes being tendered.
o Our obligation to accept old notes for exchange in the exchange offer
is subject to the conditions that we describe in the section called
"Conditions to the Exchange Offer" below.
o We expressly reserve the right, at any time, to extend the period of
time during which the exchange offer is open, which will delay
acceptance of any old notes, by giving oral or written notice of an
extension to the exchange agent and notice of that extension to the
holders as described below. During any extension, all old notes
previously tendered will remain subject to the exchange offer unless
withdrawal rights are exercised. Any old notes not accepted for
exchange for any reason will be returned without expense to the
tendering holder as promptly as practicable after the expiration or
termination of the exchange offer.
28
o We expressly reserve the right to amend or terminate the exchange
offer, and not to accept for exchange any old notes that we have not
yet accepted for exchange, if any of the conditions of the exchange
offer specified below under "Conditions to the Exchange Offer" are
not satisfied.
o We will give oral or written notice of any extension, amendment,
termination or non-acceptance described above to holders of the old
notes as promptly as practicable. If we extend the expiration date,
we will give notice by means of a press release or other public
announcement no later than 9:00 a.m., New York City time, on the
business day after the previously scheduled expiration date. Without
limiting the manner in which we may choose to make any public
announcement and subject to applicable law, we will have no
obligation to publish, advertise or otherwise communicate any public
announcement other than by issuing a release to the Dow Jones News
Service.
o Holders of old notes do not have any appraisal or dissenters' rights
in connection with the exchange offer.
o Old notes which are not tendered for exchange or are tendered but not
accepted in connection with the exchange offer will remain
outstanding and be entitled to the benefits of the indenture, but
will not be entitled to any further registration rights under the
registration rights agreement.
o We intend to conduct the exchange offer in accordance with the
applicable requirements of the Exchange Act and the rules and
regulations of the SEC under the Exchange Act.
Procedures for Tendering Old Notes
What to submit and how
When you tender to us old notes as set forth below, our acceptance of the
old notes will constitute a binding agreement between you and us upon the terms
and subject to the conditions in this prospectus and in the accompanying letter
of transmittal. If you, as the registered holder of an old note, wish to tender
your old notes for exchange in the exchange offer, you must transmit a properly
completed and duly executed letter of transmittal, including all other
documents required by the letter of transmittal, to U.S. Bank Trust National
Association at the address set forth below under "Exchange Agent" on or prior
to the expiration date.
In addition,
(1) certificates for old notes must be received by the exchange agent
along with the letter of transmittal, or
(2) a timely confirmation of a book-entry transfer of old notes, if
this procedure is available, into the exchange agent's account at DTC
using the procedure for book-entry transfer described below, must be
received by the exchange agent prior to the expiration date or
(3) you must comply with the guaranteed delivery procedures described
below.
The method of delivery of old notes, letters of transmittal and notices of
guaranteed delivery is at your election and risk. If delivery is by mail, we
recommend that registered mail, properly insured, with return receipt
requested, be used. In all cases, sufficient time should be allowed to assure
timely delivery. No letters of transmittal or old notes should be sent to LTV.
How to sign your letter of transmittal and other documents
Signatures on a letter of transmittal or a notice of withdrawal, as the
case may be, must be guaranteed unless the old notes being surrendered for
exchange are tendered
29
(1) by a registered holder of the old notes who has not completed the
box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on the letter of transmittal or
(2) for the account of an eligible institution.
If signatures on a letter of transmittal or a notice of withdrawal, as the
case may be, are required to be guaranteed, the guarantees must be by any of
the following eligible institutions:
o a firm which is a member of a registered national securities exchange
or a member of the National Association of Securities Dealers, Inc.
or
o a commercial bank or trust company having an office or correspondent
in the United States.
If the letter of transmittal is signed by a person or persons other than
the registered holder or holders of old notes, the old notes must be endorsed
or accompanied by appropriate powers of attorney, in either case signed exactly
as the name or names of the registered holder or holders that appear on the old
notes and with the signature guaranteed.
If the letter of transmittal or any old notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers or corporations or others acting in a fiduciary or representative
capacity, the person should so indicate when signing and, unless waived by LTV,
proper evidence satisfactory to LTV of its authority to so act must be
submitted.
By executing, or otherwise becoming bound by a letter of transmittal, each
holder of the old notes, other than particular specified holders, will
represent that:
o it is not our affiliate;
o any new notes to be received by it were acquired in the ordinary
course of business; and
o it has no arrangement with any person to participate in the
distribution, within the meaning of the Securities Act, of the new
notes.
If the tendering holder is a broker-dealer that will receive new notes for
its own account in exchange for old notes that were acquired as a result of
market-making activities or other trading activities, it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
those new notes. See "--Resale of the New Notes."
Important rules concerning the exchange offer
You should note that:
o All questions as to the validity, form, eligibility, time of receipt
and acceptance of old notes tendered for exchange will be determined
by LTV in its sole discretion, which determination shall be final and
binding.
o We reserve the absolute right to reject any and all tenders of any
particular old notes not properly tendered or to not accept any
particular old notes which acceptance might, in our judgment or the
judgment of our counsel, be unlawful.
o We also reserve the absolute right to waive any defects or
irregularities or conditions of the exchange offer as to any
particular old notes either before or after the expiration date,
including the right to waive the ineligibility of any holder who
seeks to tender old notes in the exchange offer. Unless we agree to
waive any defect or irregularity in connection with the tender of old
notes for exchange, you must cure any defect or irregularity within
any reasonable period of time as we shall determine.
30
o Our interpretation of the terms and conditions of the exchange offer
as to any particular old notes either before or after the expiration
date shall be final and binding on all parties.
o Neither LTV, the exchange agent nor any other person shall be under
any duty to give notification of any defect or irregularity with
respect to any tender of old notes for exchange, nor shall any of
them incur any liability for failure to give any notification.
Acceptance of Old Notes for Exchange; Delivery of New Notes
Once all of the conditions to the exchange offer are satisfied or waived,
we will accept, promptly after the expiration date, all old notes properly
tendered and will issue the new notes promptly after acceptance of the old
notes. See "Conditions to the Exchange Offer" below. For purposes of the
exchange offer, our giving of oral or written notice of our acceptance to the
exchange agent will be considered our acceptance of the exchange offer.
In all cases, we will issue new notes in exchange for old notes that are
accepted for exchange only after timely receipt by the exchange agent of:
o certificates for old notes, or
o a timely book-entry confirmation of transfer of old notes into the
exchange agent's account at DTC using the book-entry transfer
procedures described below, and
o a properly completed and duly executed letter of transmittal and all
other required documents.
If we do not accept any tendered old notes for any reason included in the
terms and conditions of the exchange offer or if you submit certificates
representing old notes in a greater principal amount than you wish to exchange,
we will return any unaccepted or non-exchanged old notes without expense to the
tendering holder or, in the case of old notes tendered by book-entry transfer
into the exchange agent's account at DTC using the book-entry transfer
procedures described below, non-exchanged old notes will be credited to an
account maintained with DTC as promptly as practicable after the expiration or
termination of the exchange offer.
Book-Entry Transfer
The exchange agent will make a request to establish an account with
respect to the old notes at DTC for purposes of the exchange offer promptly
after the date of this prospectus. Any financial institution that is a
participant in DTC's systems may make book-entry delivery of old notes by
causing DTC to transfer old notes into the exchange agent's account in
accordance with DTC's Automated Tender Offer Program procedures for transfer.
However, the exchange for the old notes so tendered will only be made after
timely confirmation of book-entry transfer of old notes into the exchange
agent's account, and timely receipt by the exchange agent of an agent's
message, transmitted by DTC and received by the exchange agent and forming a
part of a book-entry confirmation. The agent's message must state that DTC has
received an express acknowledgment from the participant tendering old notes
that are the subject of that book-entry confirmation that the participant has
received and agrees to be bound by the terms of the letter of transmittal, and
that we may enforce the agreement against that participant.
Although delivery of old notes may be effected through book-entry transfer
into the exchange agent's account at DTC, the letter of transmittal, or a
facsimile copy, properly completed and duly executed, with any required
signature guarantees, must in any case be delivered to and received by the
exchange agent at its address listed under "--Exchange Agent" on or prior to
the expiration date, or the guaranteed delivery procedure set forth below must
be complied with.
If your old notes are held through DTC, you must complete a form called
"instructions to registered holder and/or book-entry participant," which will
instruct the DTC participant through whom you hold your notes of your intention
to tender your old notes or not tender your old notes. Please note that
delivery of documents to DTC in accordance with its procedures does not
constitute delivery to the exchange agent and we will not be able to accept
your tender of notes
31
until the exchange agent receives a letter of transmittal and a book-entry
confirmation from DTC with respect to your notes. A copy of that form is
available from the exchange agent.
Guaranteed Delivery Procedures
If you are a registered holder of old notes and you want to tender your
old notes but your old notes are not immediately available, or time will not
permit your old notes to reach the exchange agent before the expiration date,
or the procedure for book-entry transfer cannot be completed on a timely basis,
a tender may be effected if
(1) the tender is made through an eligible institution,
(2) prior to the expiration date, the exchange agent receives, by
telegram, telex, facsimile transmission, mail or hand delivery, from that
eligible institution a properly completed and duly executed letter of
transmittal, or a facsimile copy, and notice of guaranteed delivery,
substantially in the form provided by us, stating:
o the name and address of the holder of old notes
o the amount of old notes tendered
o the tender is being made by delivering that notice and guaranteeing
that within five New York Stock Exchange trading days after the date
of execution of the notice of guaranteed delivery, the certificates
of all physically tendered old notes, in proper form for transfer, or
a book-entry confirmation, as the case may be, and any other
documents required by the letter of transmittal will be deposited by
that eligible institution with the exchange agent, and
(3) the certificates for all physically tendered old notes, in proper
form for transfer, or a book-entry confirmation, as the case may be, are
received by the exchange agent within five New York Stock Exchange trading
days after the date of execution of the Notice of Guaranteed Delivery.
Withdrawal Rights
You can withdraw your tender of old notes at any time on or prior to the
expiration date.
For a withdrawal to be effective, a written notice of withdrawal must be
received by the exchange agent by telegram, telex, facsimile, mail or hand
delivery at the address listed below under "Exchange Agent." Any notice of
withdrawal must specify:
o the name of the person having tendered the old notes to be withdrawn
o the old notes to be withdrawn
o the principal amount of the old notes to be withdrawn
o if certificates for old notes have been delivered to the exchange
agent, the name in which the old notes are registered, if different
from that of the withdrawing holder
o if certificates for old notes have been delivered or otherwise
identified to the exchange agent, then, prior to the release of those
certificates, you must also submit the serial numbers of the
particular certificates to be withdrawn and a signed notice of
withdrawal with signatures guaranteed by an eligible institution
unless you are an eligible institution.
32
o if old notes have been tendered using the procedure for book-entry
transfer described above, any notice of withdrawal must specify the
name and number of the account at DTC to be credited with the
withdrawn old notes and otherwise comply with the procedures of that
facility.
Please note that all questions as to the validity, form, eligibility and
time of receipt of notices of withdrawal will be determined by us, and our
determination shall be final and binding on all parties. Any old notes so
withdrawn will be considered not to have been validly tendered for exchange for
purposes of the exchange offer.
If you have properly withdrawn old notes and wish to re-tender them, you
may do so by following one of the procedures described under "Procedures for
Tendering Old Notes" above at any time on or prior to the expiration date.
Conditions to the Exchange Offer
Notwithstanding any other provisions of the exchange offer, we will not be
required to accept for exchange, or to issue new notes in exchange for, any old
notes and may terminate or amend the exchange offer, if at any time before the
acceptance of old notes for exchange or the exchange of the new notes for old
notes, that acceptance or issuance would violate applicable law or any
interpretation of the staff of the SEC.
That condition is for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to that condition. Our failure at
any time to exercise the foregoing rights shall not be considered a waiver by
us of that right. Our rights described in the prior paragraph are ongoing
rights which we may assert at any time and from time to time.
In addition, we will not accept for exchange any old notes tendered, and
no new notes will be issued in exchange for any old notes, if at that time any
stop order shall be threatened or in effect with respect to the exchange offer
to which this prospectus relates or the qualification of the indenture under
the Trust Indenture Act.
Exchange Agent
U.S. Bank Trust National Association has been appointed as the exchange
agent for the exchange offer. All executed letters of transmittal should be
directed to the exchange agent at one of the addresses set forth below.
Questions and requests for assistance, requests for additional copies of this
prospectus or of the letter of transmittal and requests for notices of
guaranteed delivery should be directed to the exchange agent, addressed as
follows:
Deliver To:
U.S. Bank Trust National Association
180 East 5th Avenue, Suite 200
St. Paul, Minnesota 55101
Attention: Specialized Finance Department
Facsimile Transmissions:
(651) 244-1537
To Confirm by Telephone or for Information:
(800) 934-6802
Delivery to an address other than as listed above or transmission of
instructions via facsimile other than as listed above does not constitute a
valid delivery.
33
Fees and Expenses
The principal solicitation is being made by mail; however, additional
solicitation may be made by telegraph, telephone or in person by our officers,
regular employees and affiliates. We will not pay any additional compensation
to any of our officers and employees who engage in soliciting tenders. We will
not make any payment to brokers, dealers, or others soliciting acceptances of
the exchange offer. However, we will pay the exchange agent reasonable and
customary fees for its services and will reimburse it for its reasonable
out-of-pocket expenses in connection with the exchange offer.
The estimated cash expenses to be incurred in connection with the exchange
offer, including legal, accounting, SEC filing, printing and exchange agent
expenses, will be paid by us and are estimated in the aggregate to be $215,000.
Transfer Taxes
Holders who tender their old notes for exchange will not be obligated to
pay any transfer taxes in connection therewith, except that holders who
instruct us to register new notes in the name of, or request that old notes not
tendered or not accepted in the exchange offer be returned to, a person other
than the registered tendering holder will be responsible for the payment of any
applicable transfer tax thereon.
Resale of the New Notes
Under existing interpretations of the staff of the SEC contained in
several no-action letters to third parties, the new notes would in general be
freely transferable after the exchange offer without further registration under
the Securities Act. The relevant no-action letters include the Exxon Capital
Holdings Corporation letter, which was made available by the SEC on May 13,
1988, and the Morgan Stanley & Co. Incorporated letter, made available on June
5, 1991.
However, any purchaser of old notes who is an "affiliate" of LTV or who
intends to participate in the exchange offer for the purpose of distributing
the new notes
(1) will not be able to rely on the interpretation of the staff of
the SEC,
(2) will not be able to tender its old notes in the exchange offer
and
(3) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or transfer
of the notes unless that sale or transfer is made using an exemption from
those requirements.
By executing, or otherwise becoming bound by, the Letter of Transmittal
each holder of the old notes will represent that:
(1) it is not our "affiliate";
(2) any new notes to be received by it were acquired in the ordinary
course of its business; and
(3) it has no arrangement with any person to participate in the
"distribution," within the meaning of the Securities Act, of the new
notes.
In addition, in connection with any resales of new notes, any
broker-dealer participating in the exchange offer who acquired notes for its
own account as a result of market-making or other trading activities must
deliver a prospectus meeting the requirements of the Securities Act. The SEC
has taken the position in the Shearman & Sterling no-action letter, which it
made available on July 2, 1993, that participating broker-dealers may fulfill
their prospectus delivery requirements with respect to the new notes, other
than a resale of an unsold allotment from the
34
original sale of the old notes, with the prospectus contained in the exchange
offer registration statement. Under the registration rights agreement, we are
required to allow participating broker-dealers and other persons, if any,
subject to similar prospectus delivery requirements to use this prospectus as
it may be amended or supplemented from time to time, in connection with the
resale of new notes.
35
Description of Notes
The LTV Corporation issued the old notes and will issue the new notes
under an Indenture dated as of November 5, 1999, among itself, the Subsidiary
Guarantors and U.S. Bank Trust National Association, as trustee. We have filed
a copy of the Indenture as an exhibit to the registration statement of which
this prospectus forms a part. The following description is a summary of the
material terms of the Indenture. The summary of the Indenture is not complete
and is subject, and qualified in its entirety by reference, to the Trust
Indenture Act of 1939 and to all the provisions of the notes and the Indenture.
In this description, the words "LTV" and "we" refer only to The LTV Corporation
and not to any of its subsidiaries. You can find the definitions of particular
terms used in this description under the subheading "Certain Definitions"
below.
We can issue an unlimited amount of additional notes at later dates under
the same Indenture. We can issue additional notes as part of the same series or
as an additional series and any additional notes that we issue in the future
will be substantially identical in all respects to the notes, except that
additional notes issued in the future will have different issuance prices and
issuance dates. Additional notes that are issued as part of the same series as
the notes will vote together with the notes as one class on matters under the
Indenture. LTV will issue notes only in fully registered form without coupons,
in denominations of $1,000 and integral multiples of $1,000.
General
The notes will mature on November 15, 2009. The notes are initially
limited in aggregate principal amount to $275 million. The notes will bear
interest at the rate set forth on the cover page of this prospectus from
November 5, 1999, or from the most recent interest payment date to which
interest has been paid, payable semiannually on May 15 and November 15 of each
year, beginning on May 15, 2000, to the Persons who are registered holders of
the notes at the close of business on the preceding May 1 or November 1, as the
case may be. Interest will be computed on the basis of a 360-day year comprised
of twelve 30-day months.
Payments in respect of the notes represented by a global security,
including principal, premium and interest, will be made by wire transfer of
immediately available funds to the accounts specified by the DTC. Unless other
arrangements are made by particular holders of notes, LTV will make all
payments in respect of a certificated note (including principal, premium and
interest), by mailing a check to the registered address of each holder of the
certificated note.
The terms of the new notes are identical in all material respects to the
terms of the old notes, except for some transfer restrictions and registration
rights relating to the old notes and except that, if:
(a) on or prior to the 60th day following the date of original
issuance of the old notes, neither the registration statement nor a shelf
registration statement for the new notes has been filed with the SEC;
(b) on or prior to the 150th day following the date of original
issuance of the old notes, neither the registration statement nor a shelf
registration statement has not been declared effective;
(c) on or prior to the 180th day following the date of original
issuance of the old notes, neither the exchange offer has been consummated
nor a shelf registration statement has been declared effective or
(d) after either the registration statement or the shelf registration
statement has been declared effective, the registration statement
afterwards ceases to be effective or usable (subject to some exceptions)
in connection with resales of old notes or new notes in accordance with
and during the periods specified in the registration rights agreement,
special interest will accrue on the principal amount of the old notes and the
new notes, in addition to the stated interest on the old notes and the new
notes. This special interest will accrue from and including the date on which
any such registration default shall occur to but excluding the date on which
all registration defaults have been cured.
36
Special interest will accrue at a rate of 0.25% per annum during the 90-day
period immediately following the occurrence of any registration default and
shall increase to 0.50% per annum at the end of the 90-day period.
Ranking
The notes will be:
o senior obligations of LTV;
o equal in right of payment with all existing and future unsecured
senior debt of LTV;
o senior in right of payment to all future subordinated debt of
LTV; and
o guaranteed on a senior basis by each Subsidiary Guarantor other
than Acquired Subsidiary Guarantors, and guaranteed on a senior
subordinated basis by each Acquired Subsidiary Guarantor.
As of December 31, 1999, the total outstanding senior debt of LTV and the
Subsidiary Guarantors, excluding unused commitments made by lenders, would have
been as follows:
$572 million-- approximate total outstanding senior debt of LTV and
the Subsidiary Guarantors, combined
The notes are unsecured obligations of LTV and the Subsidiary Guarantors.
Secured debt and other secured obligations of LTV and the Subsidiary
Guarantors, including the New Bank Financing, will be effectively senior to the
notes to the extent of the value of the assets securing the debt or other
obligations. As of December 31, 1999, the total outstanding secured debt and
other secured obligations of LTV and the Subsidiary Guarantors, excluding
unused commitments made by lenders and the contingent obligations under the
$250 million USWA lien would have been as follows:
$552 million-- approximate total outstanding secured debt and other
secured obligations of LTV and the Subsidiary
Guarantors, combined
In general, LTV's only claim in any of the assets of its subsidiaries is
that of a common stockholder, which claim is junior to claims that creditors,
including the Pension Benefit Guaranty Corporation, trade creditors and secured
creditors, and preferred stockholders, if any, have against those subsidiaries.
Because holders of the notes will be creditors only of LTV and of those
subsidiaries that are Subsidiary Guarantors, all the existing and future
liabilities of subsidiaries that are not Subsidiary Guarantors, including any
claims of their trade creditors and preferred stockholders, if any, will be
effectively senior to the notes.
All the operations of LTV are conducted through its subsidiaries.
Therefore, LTV's ability to service its debt, including the notes, is dependent
upon the earnings of its subsidiaries, and their ability to distribute those
earnings as dividends, loans or other payments to LTV. Certain laws and
covenants in LTV's and its subsidiaries' other debt agreements restrict the
ability of LTV's subsidiaries to pay it dividends or make loans and advances to
it. If these restrictions are applied to subsidiaries that are not Subsidiary
Guarantors, then LTV would not be able to use the earnings of those
subsidiaries to make payments on the notes. Furthermore, under some
circumstances, bankruptcy "fraudulent conveyance" laws or other similar laws
could invalidate the Subsidiary Guaranties. If this were to occur, LTV would
also be unable to use the earnings of these Subsidiary Guarantors to the extent
they face restrictions on distributing funds to LTV. Any of the situations
described above could make it more difficult for LTV to service its debt.
The total balance sheet liabilities of the Subsidiary Guarantors and LTV's
other subsidiaries as of December 31, 1999, excluding unused commitments made
by lenders, outstanding pension liabilities of approximately $575 million and
outstanding postemployment healthcare and other insurance benefits of
approximately $1.6 billion, would have been as follows:
37
$4.2 billion-- approximate total balance sheet liabilities of the
Subsidiary Guarantors, including the guarantees those
Subsidiaries will Incur with respect to LTV's
8.20% Senior Notes due 2007 as described below
$154 million-- approximate total balance sheet liabilities of all
other subsidiaries
The Subsidiary Guarantors and LTV's other subsidiaries have other
liabilities, including contingent liabilities, that may be significant. The
Indenture contains limitations on the amount of additional Debt that LTV and
the Restricted Subsidiaries may Incur. However, the amounts of the Debt could
nevertheless be substantial and may be Incurred either by Subsidiary Guarantors
or by LTV's other subsidiaries.
Subsidiary Guaranties
Except as described below under "Subordination of Acquired Subsidiary
Guaranties", the obligations of LTV under the Indenture, including the
repurchase obligation resulting from a Change of Control, will be fully and
unconditionally guaranteed, jointly and severally, on a senior unsecured basis,
by all the existing and any future Domestic Wholly Owned Subsidiaries of LTV,
other than any Securitization Subsidiary or any Inactive Subsidiary.
If LTV sells or otherwise disposes of either:
(1) its ownership interest in a Subsidiary Guarantor, or
(2) all or substantially all the assets of a Subsidiary Guarantor,
that Subsidiary Guarantor will be released from all its obligations under its
Subsidiary Guaranty. In addition, if LTV redesignates a Subsidiary Guarantor as
an Unrestricted Subsidiary, which LTV can do under some circumstances, the
redesignated Subsidiary Guarantor will be released from all its obligations
under its Subsidiary Guaranty. See "Certain Covenants--Designation of
Restricted and Unrestricted Subsidiaries", "--Limitation on Issuance or Sale of
Capital Stock of Restricted Subsidiaries" and "Merger, Consolidation and Sale
of Property".
If any Subsidiary Guarantor makes payments under its Subsidiary Guaranty,
each of LTV and the other Subsidiary Guarantors must contribute their share of
the payments, subject, in the case of each Acquired Subsidiary Guarantor, to
the subordination provisions described below under "Subordination of Acquired
Subsidiary Guaranties". LTV's and the other Subsidiary Guarantors' shares of
the payment will be computed based on the proportion that the net worth of LTV
or the relevant Subsidiary Guarantor represents relative to the aggregate net
worth of LTV and all the Subsidiary Guarantors combined.
In connection with the offering of the old notes, LTV amended its 8.20%
Senior Notes due 2007 to grant, in the case of each Subsidiary Guarantor that
is not an Acquired Subsidiary Guarantor, a senior unsecured guarantee of the
8.20% Senior Notes due 2007 and, in the case of each Acquired Subsidiary
Guarantor, a senior subordinated guarantee of the 8.20% Senior Notes due 2007.
Future Subsidiary Guarantors
LTV will be required to cause each Person that becomes a Domestic Wholly
Owned Subsidiary following the Issue Date, other than a Securitization
Subsidiary or an Inactive Subsidiary, or any Person that ceases to be an
Inactive Subsidiary to execute and deliver a Subsidiary Guaranty as required
under "Certain Covenants--Future Subsidiary Guarantors".
Subordination of Acquired Subsidiary Guaranties
The obligations of Copperweld Corporation, Welded Tube Corporation of
America and each of their respective Domestic Wholly Owned Subsidiaries
(collectively, the "Acquired Subsidiary Guarantors") under their respective
Subsidiary Guaranties (the "Acquired Subsidiary Guaranties") will be
subordinated to their obligations under the
38
New Bank Financing and Permitted Refinancing Debt in respect thereof
(collectively, "Designated Senior Debt") as described below. As a result of
this subordination, holders of Designated Senior Debt will be entitled to
receive full payment in cash on all obligations owed to them before any
Acquired Subsidiary Guarantor can make any payment to holders of the notes in
any of the following situations or proceedings relating to the Subsidiary
Guarantor:
o liquidation, dissolution or winding up;
o bankruptcy, reorganization, insolvency, receivership or similar
proceedings;
o an assignment for the benefit of its creditors; or
o any marshaling of its assets and liabilities.
As a result of the subordination referred to above, no Acquired Subsidiary
Guarantor may make any payment pursuant to its Obligations or repurchase,
redeem or otherwise retire or defease any notes (collectively, "make an
Acquired Subsidiary Guarantor payment"), if:
(a) any principal, premium or interest in respect of any Designated
Senior Debt is not paid when due, including at maturity, or
(b) any other default on Designated Senior Debt occurs and the
maturity of the Debt is accelerated in accordance with its terms, unless,
in either case,
(1) the default has been cured or waived and any such
acceleration has been rescinded, or
(2) the Designated Senior Debt has been paid in full in cash;
provided, however, that an Acquired Subsidiary Guarantor may make an Acquired
Subsidiary Guarantor payment without regard to the foregoing if that Acquired
Subsidiary Guarantor and the Trustee receive written notice approving the
payment from the Representative under the Designated Senior Debt.
During the continuance of any default, other than a default described in
clause (a) or (b) above, under the Designated Senior Debt pursuant to which the
maturity of the Designated Senior Debt may be accelerated immediately without
further notice (except any notice required to effect the acceleration), or the
expiration of any applicable grace period, no Acquired Subsidiary Guarantor may
make an Acquired Subsidiary Guarantor payment for a period (a "Payment Blockage
Period") beginning with the receipt by the Acquired Subsidiary Guarantor and
the Trustee of written notice of the default from the Representative under the
Designated Senior Debt specifying an election to effect a Payment Blockage
Period (a "Payment Blockage Notice"). The Payment Blockage Period will end 179
days afterwards, unless it is terminated earlier:
(a) by written notice to the Trustee and the Acquired Subsidiary
Guarantor from the Representative under the Designated Senior Debt,
(b) because the default is no longer continuing, or
(c) because all the Designated Senior Debt has been repaid in
full in cash.
Unless the holders of Designated Senior Debt or the Representative under
the Designated Senior Debt have accelerated the maturity of the Designated
Senior Debt and not rescinded the acceleration, an Acquired Subsidiary
Guarantor may, unless otherwise prohibited as described in the first paragraph
of this section, resume making Acquired Subsidiary Guarantor payments after the
end of the Payment Blockage Period.
Not more than one Payment Blockage Notice may be given in any consecutive
360-day period, irrespective of the number of defaults during this period.
39
Upon any payment or distribution of the assets of an Acquired Subsidiary
Guarantor (1) upon a total or partial liquidation, dissolution or winding up of
that Acquired Subsidiary Guarantor, (2) in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to that Acquired
Subsidiary Guarantor, (3) upon an assignment for the benefit of creditors of
that Acquired Subsidiary Guarantor or (4) upon any marshalling of the assets
and liabilities of that Acquired Subsidiary Guarantor:
(a) the holders of Designated Senior Debt will be entitled to receive
payment in full in cash before the holders of the notes are entitled to
receive any payment pursuant to the Acquired Subsidiary Guaranty of that
Acquired Subsidiary Guarantor, except that holders of notes may receive
and retain shares of stock and any debt securities of that Acquired
Subsidiary Guarantor that are subordinated to the Designated Senior Debt
to at least the same extent as the Acquired Subsidiary Guaranty of that
Acquired Subsidiary Guarantor is subordinated to the Designated Senior
Debt; and
(b) until the Designated Senior Debt is paid in full in cash, any
distribution to which holders of the notes would be entitled but for the
subordination provisions of the Indenture with respect to the Acquired
Subsidiary Guaranties will be made to holders of the Designated Senior
Debt. If a payment or distribution is made to holders of notes that, due
to the subordination provisions with respect to the Acquired Subsidiary
Guaranties, should not have been made to them, those holders are required
to hold it in trust for the holders of Designated Senior Debt and pay it
over to them as their interests may appear.
If payment of the notes is accelerated when any Designated Senior Debt is
outstanding, no Acquired Subsidiary Guarantor may make an Acquired Subsidiary
Guarantor payment until five business days after the Representative of that
Designated Senior Debt receives notice of the acceleration and may subsequently
make an Acquired Subsidiary Guarantor payment only if the Indenture otherwise
permits payment at that time.
Because of the Indenture's subordination provisions with respect to the
Acquired Subsidiary Guaranties, holders of Designated Senior Debt may recover
disproportionately more than the holders of the notes recover in a bankruptcy
or similar proceeding relating to any Acquired Subsidiary Guarantor. In such a
case, there may be insufficient assets, or no assets, remaining to pay the
principal of or interest on the notes.
Optional Redemption
Except as set forth in the following paragraph, the notes will not be
redeemable at the option of LTV prior to November 15, 2004. Afterwards, the
notes will be redeemable at the option of LTV, in whole or in part, on not less
than 30 nor more than 60 days' prior notice, at the following redemption prices
plus accrued and unpaid interest, if any, to the redemption date, subject to
the right of holders of record on the relevant record date to receive interest
due on the relevant interest payment date, if redeemed during the 12-month
period commencing on November 15 of the years set forth below. The redemption
prices below are expressed as percentages of principal amount:
Redemption
Year Price
- ---- -----
2004............................................................... 105.875%
2005............................................................... 103.917
2006............................................................... 101.958
2007 and afterwards................................................ 100.000
At any time and from time to time prior to November 15, 2002, LTV may
redeem up to a maximum of 35% of the original aggregate principal amount of the
notes with the proceeds of one or more Public Equity Offerings, at a redemption
price equal to 111.750% of the principal amount of the notes, plus accrued and
unpaid interest thereon, if any, to the redemption date (subject to the right
of holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided, however, that after giving effect to
any such redemption, at least 65% of the original aggregate principal amount of
the notes remains outstanding. Any such redemption shall be
40
made within 60 days of the Public Equity Offering upon not less than 30 nor
more than 60 days notice mailed to each holder of notes being redeemed and
otherwise in accordance with the procedures set forth in the Indenture.
Sinking Fund
There are no sinking fund payments for the notes.
Repurchase at the Option of Holders Upon a Change of Control
Upon the occurrence of a Change of Control, each holder of notes shall
have the right to require LTV to repurchase all or any part of the holder's
notes pursuant to the offer described below (the "Change of Control Offer") at
a purchase price (the "Change of Control Purchase Price") equal to 101% of the
principal amount of the holder's notes, plus accrued and unpaid interest
thereon, if any, to the purchase date, subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date.
Within 30 days following any Change of Control, LTV shall:
(a) cause a notice of the Change of Control Offer to be sent at least
once to the Dow Jones News Service or similar business news service in the
United States and
(b) send, by first-class mail, with a copy to the Trustee, to each
holder of notes, at the holder's address appearing in the Security
Register, a notice stating, among other things:
(1) that a Change of Control has occurred and a Change of
Control Offer is being made pursuant to the covenant entitled
"Repurchase at the Option of Holders Upon a Change of Control" and
that all notes timely tendered will be accepted for payment;
(2) the Change of Control Purchase Price and the purchase date,
which shall be, subject to any contrary requirements of applicable
law, a business day no earlier than 30 days nor later than 60 days
from the date the notice is mailed;
(3) the circumstances and relevant facts regarding the Change of
Control, including information with respect to pro forma historical
income, cash flow and capitalization after giving effect to the
Change of Control; and
(4) the procedures that holders of notes must follow in order to
tender their notes, or portions of their notes, for payment, and the
procedures that holders of notes must follow in order to withdraw an
election to tender notes, or portions of notes, for payment.
LTV will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of notes pursuant to a Change of Control
Offer. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of the covenant described hereunder, LTV will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under the covenant described hereunder
by virtue of the compliance.
The Change of Control repurchase feature is a result of negotiations
between LTV and the Placement Agents. Management has no present intention to
engage in a transaction involving a Change of Control, although it is possible
that LTV would decide to do so in the future. Subject to particular covenants
described below, LTV could, in the future, enter into some transactions,
including acquisitions, refinancings or other recapitalization, that would not
constitute a Change of Control under the Indenture, but that could increase the
amount of debt outstanding at the time or otherwise affect LTV's capital
structure or credit ratings.
The definition of Change of Control includes a phrase relating to the
sale, assignment, lease, conveyance, disposition or transfer of "all or
substantially all" LTV's assets. Although there is a developing body of case
law
41
interpreting the phrase "substantially all", there is no precise established
definition of the phrase under applicable law. Accordingly, the ability of a
holder of notes to require LTV to repurchase those notes as a result of a sale,
assignment, lease, conveyance, disposition or transfer of less than all the
assets of LTV may be uncertain. In such a case, holders of the notes may not be
able to resolve this uncertainty without resorting to legal action.
The occurrence of some of the events that constitute a Change of Control
under the Indenture would constitute a default under the New Bank Financing.
Other debt of LTV may contain prohibitions of some events which would
constitute a Change of Control or, as is the case with LTV's existing 8.20%
Senior Notes due 2007, require the debt to be repurchased upon a Change of
Control. Moreover, the exercise by holders of notes of their right to require
LTV to repurchase those notes could cause a default under existing or future
debt of LTV, even if the Change of Control itself does not, due to the
financial effect of the repurchase on LTV. Finally, LTV's ability to pay cash
to holders of notes upon a repurchase may be limited by LTV's then existing
financial resources. There can be no assurance that sufficient funds will be
available when necessary to make any required repurchases. LTV's failure to
purchase the notes in connection with a Change of Control would result in a
default under the Indenture which would, in turn, constitute a default under
the existing or future debt of LTV. The provisions under the Indenture relative
to LTV's obligation to make an offer to repurchase the notes as a result of a
Change of Control may be waived or modified at any time prior to the occurrence
of the Change of Control with the written consent of the holders of a majority
in principal amount of the notes.
Certain Covenants
Covenant Termination. The Indenture provides that the following
restrictive covenants will be applicable to LTV and the Restricted Subsidiaries
unless LTV reaches Investment Grade Status. After LTV has reached Investment
Grade Status, and notwithstanding that LTV may later cease to have an
Investment Grade Rating from either or both of the Rating Agencies, LTV and the
Restricted Subsidiaries will be released from their obligations to comply with
the restrictive covenants described herein, except for the covenants described
under "Limitation on Liens", "Limitation on Sale and Leaseback Transactions",
"Designation of Restricted and Unrestricted Subsidiaries" (other than clause
(x) of the second paragraph (and such clause (x) as referred to in the first
paragraph) thereunder) and "Future Subsidiary Guarantors". LTV and the
Subsidiary Guarantors will also, upon reaching Investment Grade Status, remain
obligated to comply with the provisions, other than clauses (e) and (f) of the
first and second paragraphs, described under "Merger, Consolidation and Sale of
Property" and with the provisions described under "Repurchase at the Option of
Holders Upon a Change of Control".
Limitation on Debt and Restricted Subsidiary Preferred Stock. LTV shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
Incur any Debt, which includes preferred stock, in the case of Restricted
Subsidiaries, unless, after giving pro forma effect to the application of the
proceeds thereof, no Default or Event of Default would occur as a consequence
of such Incurrence or be continuing following such Incurrence and either (a)
after giving pro forma effect to the Incurrence of such Debt and the
application of the proceeds thereof, the Consolidated Interest Coverage Ratio
would be greater than 2.00 to 1.00 or (b) such Debt is Permitted Debt.
The term "Permitted Debt" is defined to include the following:
(a) Debt of LTV evidenced by the notes and of the Subsidiary
Guarantors evidenced by the Subsidiary Guaranties relating to the notes;
(b) Debt under the Credit Facilities; provided that the aggregate
principal amount of all such Debt under the Credit Facilities, together
with all Permitted Refinancing Debt Incurred in respect of Debt previously
Incurred pursuant to this clause (b), at any one time outstanding shall
not exceed the greater of:
(1) $470 million less the sum of the aggregate amount of all
prepayments and required payments of principal applied to reduce the
aggregate amount available to be borrowed under the Credit Facilities
or such Permitted Refinancing Debt, including pursuant to the
covenant described below "--Limitation on Asset Sales", and
42
(2) the sum of the amounts equal to (x) 60% of the book value of
the inventory of LTV and the Restricted Subsidiaries and (y) 85% of
the book value of the accounts receivable of LTV and the Restricted
Subsidiaries, in each case as of the most recently ended quarter of
LTV for which financial statements of LTV have been provided to the
holders of notes;
(c) Capital Expenditure Debt; provided that:
(1) the aggregate principal amount of such Debt does not exceed
the Fair Market Value (on the date of the Incurrence thereof) of the
Property acquired, constructed or leased and
(2) the aggregate principal amount of all Debt Incurred and then
outstanding pursuant to this clause (c), together with all Permitted
Refinancing Debt Incurred and then outstanding in respect of Debt
previously Incurred pursuant to this clause (c), does not exceed $300
million;
(d) Debt of LTV owing to and held by any Wholly Owned Subsidiary and
Debt of a Restricted Subsidiary owing to and held by LTV or any Wholly
Owned Subsidiary; provided, however, that any subsequent issue or transfer
of Capital Stock or other event that results in any such Wholly Owned
Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent
transfer of any such Debt, except to LTV or a Wholly Owned Subsidiary,
shall be deemed, in each case, to constitute the Incurrence of such Debt
by the issuer thereof;
(e) Debt of a Restricted Subsidiary Incurred and outstanding on or
prior to the date on which such Restricted Subsidiary was acquired by LTV
or otherwise became a Restricted Subsidiary, other than Debt Incurred as
consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of transactions
pursuant to which such Restricted Subsidiary became a Subsidiary of LTV or
was otherwise acquired by LTV, provided that at the time such Restricted
Subsidiary was acquired by LTV or otherwise became a Restricted Subsidiary
and after giving pro forma effect to the Incurrence of such Debt, LTV
would have been able to Incur $1.00 of additional Debt pursuant to clause
(a) of the immediately preceding paragraph;
(f) Debt under Interest Rate Agreements entered into by LTV or a
Restricted Subsidiary for the purpose of limiting interest rate risk in
the ordinary course of the financial management of LTV or such Restricted
Subsidiary and not for speculative purposes, provided that the obligations
under such agreements are directly related to payment obligations on Debt
otherwise permitted by the terms of this covenant;
(g) Debt under Commodity Price Protection Agreements entered into by
LTV or a Restricted Subsidiary in the ordinary course of the financial
management, including cost control, of LTV or such Restricted Subsidiary
and not for speculative purposes;
(h) Debt under Currency Exchange Protection Agreements entered into
by LTV or a Restricted Subsidiary for the purpose of limiting currency
exchange rate risks directly related to transactions entered into by LTV
or such Restricted Subsidiary in the ordinary course of business, which,
for purposes of this clause (h), shall include payment obligations on Debt
otherwise permitted by this covenant, and not for speculative purposes;
(i) Debt in connection with one or more standby letters of credit or
performance bonds issued by LTV or a Restricted Subsidiary in the ordinary
course of business or pursuant to self-insurance obligations and not in
connection with the borrowing of money or the obtaining of advances or
credit;
(j) Debt outstanding on the Issue Date not otherwise described in
clauses (a) through (I) above and any additional Debt Incurred after the
Issue Date representing interest paid in-kind on Debt outstanding pursuant
to this clause (j);
43
(k) Debt of LTV or any Restricted Subsidiary (other than Debt
permitted by the immediately preceding paragraph or the other clauses of
this paragraph) in an aggregate principal amount outstanding at any one
time not to exceed $100 million;
(l) Attributable Debt under any Sale and Leaseback Transaction with
respect to LTV's Portland tubing facility in an aggregate amount, together
with all Permitted Refinancing Debt Incurred and then outstanding in
respect of Debt previously Incurred pursuant to this clause (l), not to
exceed $60 million;
(m) Debt of LTV in the form of a Guaranty of the obligations of LTV's
Columbus Coating joint venture with respect to:
(1) a construction facility in an aggregate amount, together
with all Permitted Refinancing Debt Incurred and then outstanding in
respect of Debt previously Incurred pursuant to this clause (m), not
to exceed $145 million or
(2) following the completion of construction, Attributable Debt
under a Sale and Leaseback Transaction involving such joint venture
in an aggregate amount, together with all Permitted Refinancing Debt
Incurred and then outstanding in respect of Debt previously Incurred
pursuant to this clause (m) and all Debt of LTV remaining outstanding
pursuant to the preceding clause (1), not to exceed $250 million; and
(n) Permitted Refinancing Debt Incurred in respect of Debt Incurred
pursuant to clause (a) of the immediately preceding paragraph and clauses
(a), (b), (c), (e), (j), (l) and (m) above, subject, in the case of
clauses (b), (c), (l) and (m) above, to the limitations set forth in the
respective provisos thereto.
Limitation on Restricted Payments. LTV shall not make, and shall not
permit any Restricted Subsidiary to make, directly or indirectly, any
Restricted Payment if at the time of, and after giving pro forma effect to,
such proposed Restricted Payment:
(a) a Default or Event of Default shall have occurred and be
continuing,
(b) LTV could not Incur at least $1.00 of additional Debt pursuant to
clause (a) of the first paragraph of the covenant described under
"Limitation on Debt and Restricted Subsidiary Preferred Stock" or
(c) the aggregate amount of such Restricted Payment and all other
Restricted Payments declared or made since the Issue Date of LTV's 8.20%
Senior Notes due 2007, the amount of any Restricted Payment, if made other
than in cash, to be based upon Fair Market Value, would exceed an amount
equal to the sum of:
(1) 50% of the aggregate amount of Consolidated Net Income
accrued during the period, which is treated as one accounting period,
from and after the first day of the fiscal quarter following the end
of the most recent fiscal quarter ended immediately prior to the
Issue Date of LTV's 8.20% Senior Notes due 2007 to the end of the
most recent fiscal quarter ending at least 45 days prior to the date
of such Restricted Payment (or if the aggregate amount of
Consolidated Net Income for such period shall be a deficit, minus
100% of such deficit),
(2) Capital Stock Sale Proceeds, and
(3) the amount by which Debt (other than Subordinated
Obligations issued or sold prior to the Issue Date of LTV's 8.20%
Senior Notes due 2007), of LTV or any Restricted Subsidiary is
reduced on LTV's consolidated balance sheet upon the conversion or
exchange, other than by a Subsidiary of LTV, subsequent to the Issue
Date of any Debt of LTV or any Restricted Subsidiary convertible or
exchangeable for Capital Stock (other than Disqualified Stock), of
LTV or Debt issued or sold to LTV or a Subsidiary of LTV or an
employee stock ownership plan or trust established by LTV or any of
its Subsidiaries for the
44
benefit of their employees (less the amount of any cash or other
Property distributed by LTV or any Restricted Subsidiary upon such
conversion or exchange).
Notwithstanding the foregoing limitation, LTV may:
(a) pay dividends on its Capital Stock within 60 days of the
declaration of the dividends if, on said declaration date, such dividends
could have been paid in compliance with the Indenture; provided, however,
that at the time of such payment of such dividend, no other Default or
Event of Default shall have occurred and be continuing, or would result
therefrom; provided further, however, that such dividend shall be included
in the calculation of the amount of Restricted Payments;
(b) purchase, repurchase, redeem, legally defease, acquire or retire
for value Capital Stock of LTV or Subordinated Obligations in exchange
for, or out of the proceeds of the substantially concurrent sale of,
Capital Stock of LTV, other than Disqualified Stock and other than Capital
Stock issued or sold to a Subsidiary of LTV or an employee stock ownership
plan or trust established by LTV or any of its Subsidiaries for the
benefit of their employees; provided, however, that (1) such purchase,
repurchase, redemption, legal defeasance, acquisition or retirement shall
be excluded in the calculation of the amount of Restricted Payments and
(2) the Net Cash Proceeds from such exchange or sale shall be excluded
from the calculation of the amount of Capital Stock Sale Proceeds;
(c) purchase, repurchase, redeem, legally defease, acquire or retire
for value any Subordinated Obligations in exchange for, or out of the
proceeds of the substantially concurrent sale of, Permitted Refinancing
Debt; provided, however, that such purchase, repurchase, redemption, legal
defeasance, acquisition or retirement shall be excluded in the calculation
of the amount of Restricted Payments;
(d) pay dividends on the new preferred stock in accordance with the
terms thereof as in effect on the Issue Date, without regard to any
amendment, waiver or other modification thereto; provided, however, that
at the time of such payment of such dividend, no Default or Event of
Default shall have occurred and be continuing, or would result therefrom;
provided further, however, that such dividends shall be included in the
calculation of the amount of Restricted Payments;
(e) expend up to $5 million in any fiscal year of LTV to repurchase
common stock of LTV
(1) to distribute to current or former employees, officers and
directors of LTV and its Subsidiaries,
(2) from such current or former employees, officers or directors
or
(3) otherwise in order to distribute as employee compensation;
provided, however, that at the time of, and after giving pro forma effect
to, any such expenditure, no Default or Event of Default shall have
occurred and be continuing; provided further, however, that such
repurchase shall be excluded in the calculation of the amount of
Restricted Payments; and
(f) expend up to $40 million for Restricted Payments in addition to
amounts permitted pursuant to clauses (a) through (e) above; provided,
however, that at the time of, and after giving pro forma effect to, any
such expenditure, no Default or Event of Default shall have occurred and
be continuing; provided further, however, that such expenditures shall be
excluded in the calculation of the amount of Restricted Payments.
Payments made pursuant to, and, in the case of clause (b), Capital Stock
Sale Proceeds received from, transactions described in the foregoing clauses of
this paragraph from and after the Issue Date of LTV's 8.20% Senior Notes due
2007 and prior to the Issue Date shall be excluded in the calculation of the
amount of Restricted Payments and Capital Stock Sale Proceeds in the same
manner and to the same extent as such transactions would be from and after the
Issue Date. In addition, amounts expended pursuant to Section 4.06(b)(iv) of
the 8.20% Senior Notes due 2007 indenture shall be excluded in the calculation
of the amount of Restricted Payments.
45
Limitation on Liens. LTV shall not, and shall not permit any Subsidiary
Guarantor to, directly or indirectly, Incur or suffer to exist, any Lien, other
than Permitted Liens, upon any of its Property, including Capital Stock of a
Subsidiary Guarantor, whether owned at the Issue Date or acquired afterwards,
or any interest therein or any income or profits therefrom, unless it has made
or will make effective provision whereby the notes or the applicable Subsidiary
Guaranty will be secured by such Lien equally and ratably with, or prior to,
all other Debt of LTV or such Subsidiary Guarantor secured by such Lien,
provided that any Lien securing Subordinated Obligations must be subordinated
and junior to the Lien securing the notes or relevant Subsidiary Guaranty and
have the same or lesser relative priority as the Subordinated Obligations shall
have with respect to the notes or such Subsidiary Guaranty.
Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries.
LTV shall not:
(a) sell, pledge, hypothecate or otherwise dispose of any shares of
Capital Stock of a Restricted Subsidiary or
(b) permit any Restricted Subsidiary to, directly or indirectly,
issue or sell or otherwise dispose of any shares of its Capital Stock
other than:
(1) directors' qualifying shares,
(2) to LTV or a Wholly Owned Subsidiary or
(3) if, immediately after giving effect to such disposition, such
Restricted Subsidiary would no longer constitute a Restricted
Subsidiary; provided, however, that, in the case of this clause (3),
(x) such disposition is effected in compliance with the covenant
described under "Limitation on Asset Sales" and (y) upon consummation
of such disposition and execution and delivery of a supplemental
Indenture in form satisfactory to the Trustee, such Restricted
Subsidiary shall be released from any Subsidiary Guaranty previously
made by such Restricted Subsidiary.
Limitation on Asset Sales. LTV shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale
unless:
(a) LTV or such Restricted Subsidiary receives consideration at the
time of such Asset Sale (or, in the case of a lease that is an Asset Sale,
LTV or such Restricted Subsidiary is to receive over the term of such
lease consideration) at least equal to the Fair Market Value of the
Property subject to such Asset Sale;
(b) at least 75% of the consideration paid to LTV or such Restricted
Subsidiary in connection with such Asset Sale is in the form of cash, Cash
Equivalents, Additional Assets, Liquid Securities or the assumption by the
purchaser of liabilities of LTV or any Restricted Subsidiary, other than
liabilities that are by their terms subordinated to the notes or any
applicable Subsidiary Guaranty, as a result of which LTV and the
Restricted Subsidiaries are no longer obligated with respect to such
liabilities; and
(c) LTV delivers an Officers' Certificate to the Trustee certifying
that such Asset Sale complies with the foregoing clauses (a) and (b).
The Net Available Cash, or any portion thereof, from Asset Sales may be
applied by LTV or a Restricted Subsidiary, to the extent LTV or such Restricted
Subsidiary elects, or is required by the terms of any Debt:
(1) to prepay, repay, legally defease or purchase Senior Debt of LTV
or any Subsidiary Guarantor or Debt of any other Restricted Subsidiary,
excluding, in any such case, Debt owed to LTV or an Affiliate of LTV; or
(2) to reinvest in Additional Assets, including by means of an
Investment in Additional Assets by a Restricted Subsidiary with Net
Available Cash received by LTV or another Restricted Subsidiary; provided,
however, that in connection with any prepayment, repayment, legal
defeasance or purchase of
46
Debt pursuant to clause (1) above, LTV or such Subsidiary Guarantor or
other Restricted Subsidiary shall retire such Debt and shall cause the
related loan commitment, if any, to be permanently reduced by an amount
equal to the principal amount so prepaid, repaid, legally defeased or
purchased.
Any Net Available Cash from an Asset Sale not applied in accordance with
the preceding paragraph within twelve months from the date of the receipt of
such Net Available Cash shall constitute "Excess Proceeds". When the aggregate
amount of Excess Proceeds exceeds $5 million, taking into account income earned
on such Excess Proceeds, if any, LTV will be required to make an offer to
purchase with such Excess Proceeds on a pro rata basis according to principal
amount
(x) the notes, which offer (the "Prepayment Offer") shall be at a
purchase price equal to 100% of the principal amount thereof plus
accrued and unpaid interest thereon, if any, to the purchase date,
subject to the right of holders of record on the relevant record date
to receive interest due on the relevant interest payment date, in
accordance with the procedures, including prorating in the event of
oversubscription, set forth in the Indenture and
(y) any other Debt of LTV or any Subsidiary Guarantor that is pari passu
with the notes at a purchase price no greater than 100% of the
principal amount thereof plus accrued and unpaid interest thereon, if
any, to the purchase date, to the extent, in the case of this clause
(y), required under the terms thereof, other than Debt owed to LTV or
any Affiliate of LTV. To the extent that any portion of the amount of
Net Available Cash remains after compliance with the preceding
sentence and provided that all holders of notes have been given the
opportunity to tender their notes for purchase as described in the
following paragraph, LTV or such Restricted Subsidiary may use such
remaining amount for any purpose permitted by the Indenture and the
amount of Excess Proceeds will be reset to zero.
Within five business days after LTV is obligated to make a Prepayment
Offer as described in the preceding paragraph, LTV will send a written notice,
by first-class mail, to the holders of notes, accompanied by such information
regarding LTV and its Subsidiaries as LTV in good faith believes will enable
such holders to make an informed decision with respect to such Prepayment
Offer. Such notice will state, among other things, the purchase price and the
purchase date, which shall be, subject to any contrary requirements of
applicable law, a business day no earlier than 30 days nor later than 60 days
from the date such notice is mailed.
LTV will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of notes pursuant to the covenant described
hereunder. To the extent that the provisions of any securities laws or
regulations conflict with provisions of the covenant described hereunder, LTV
will comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under the covenant described hereunder
by virtue thereof.
Limitation on Restrictions on Distributions from Restricted Subsidiaries.
LTV shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create or otherwise cause or suffer to exist any consensual
restriction on the right of any Restricted Subsidiary to:
(a) pay dividends, in cash or otherwise, or make any other
distributions on or in respect of its Capital Stock, or pay any Debt or
other obligation owed, to LTV or any other Restricted Subsidiary,
(b) make any loans or advances to LTV or any other Restricted
Subsidiary or
(c) except for restrictions described in clause (2) under the
covenant described under "Limitation on Issuance or Sale of Capital Stock
of Restricted Subsidiaries", transfer any of its Property to LTV or any
other Restricted Subsidiary. The foregoing limitations will not apply:
(1) with respect to clauses (a), (b) and (c), to restrictions (A)
in effect on the Issue Date, (B) relating to Debt of a Restricted
Subsidiary and existing at the time it became a Restricted Subsidiary
if
47
such restriction was not created in connection with or in
anticipation of the transaction or series of transactions pursuant to
which such Restricted Subsidiary became a Restricted Subsidiary or
was acquired by LTV, (C) which result from the Refinancing of Debt
Incurred pursuant to an agreement referred to in the immediately
preceding clause (1)(A) or (B) above or in clause (2)(A) or (B)
below, provided that such restriction is no less favorable
to the holders of notes than those under the agreement evidencing the
Debt so Refinanced, or (D) on any Securitization Subsidiary; and
(2) with respect to clause (c) only, to restrictions (A)
relating to Debt that is permitted to be Incurred and secured
pursuant to the covenants described under "Limitation on Debt and
Restricted Subsidiary Preferred Stock" and "Limitation on Liens" that
limit the right of the debtor to dispose of the Property securing
such Debt, (B) encumbrances on Property at the time such Property was
acquired by LTV or any Restricted Subsidiary, so long as such
restriction relates solely to the Property so acquired and was not
created in connection with or in anticipation of such acquisition,
(C) resulting from customary provisions restricting subletting or
assignment of leases or customary provisions in other agreements that
restrict assignment of such agreements or rights thereunder or (D)
customary restrictions contained in asset sale agreements limiting
the transfer of such Property pending the closing of such sale.
Limitation on Transactions with Affiliates. LTV shall not, and shall not
permit any Restricted Subsidiary to, directly or indirectly, conduct any
business or enter into or suffer to exist any transaction or series of
transactions, including the purchase, sale, transfer, assignment, lease,
conveyance or exchange of any Property or the rendering of any service, with,
or for the benefit of, any Affiliate of LTV (an "Affiliate Transaction"),
unless:
(a) the terms of such Affiliate Transaction are:
(1) set forth in writing and
(2) no less favorable to LTV or such Restricted Subsidiary, as
the case may be, than those that could be obtained in a comparable
arm's-length transaction with a Person that is not an Affiliate of
LTV;
(b) if such Affiliate Transaction involves aggregate payments or
value in excess of $10 million, the Board of Directors, including a
majority of the disinterested members of the Board of Directors, approves
such Affiliate Transaction and, in its good faith judgment, believes that
such Affiliate Transaction complies with clause (a) of this paragraph as
evidenced by a Board Resolution promptly delivered to the Trustee; and
(c) if such Affiliate Transaction involves aggregate payments or
value in excess of $25 million, LTV obtains a written opinion from an
Independent Appraiser to the effect that the consideration to be paid or
received in connection with such Affiliate Transaction is fair, from a
financial point of view, to LTV or such Restricted Subsidiary, as the case
may be.
Notwithstanding the foregoing limitation, LTV or any Restricted Subsidiary
may enter into or suffer to exist the following:
(1) any transaction or series of transactions between LTV and one or
more Restricted Subsidiaries or between two or more Restricted
Subsidiaries; provided that no more than 5% of the total voting power of
the Voting Stock, on a fully diluted basis, of any such Restricted
Subsidiary is owned by an Affiliate of LTV, other than a Restricted
Subsidiary;
(2) any Restricted Payment permitted to be made pursuant to the
covenant described under "Limitation on Restricted Payment";
(3) any issuance of securities, or other payments, awards or grants in
securities or otherwise pursuant to, or the funding of, employment
arrangements, pension plans, stock options and stock ownership plans
approved by the Board of Directors;
48
(4) the payment of reasonable fees to directors of LTV or such
Restricted Subsidiary who are not employees of LTV or any Restricted
Subsidiary;
(5) loans and advances to employees made in the ordinary course of
business and consistent with the past practices of LTV or such Restricted
Subsidiary, as the case may be, provided that such loans and advances do
not exceed $5 million in the aggregate at any one time outstanding;
(6) any transaction or series of transactions between LTV or any
Restricted Subsidiary and any of their joint ventures, provided that (x)
such transaction or series of transactions is in the ordinary course of
business between LTV or such Restricted Subsidiary and such joint venture
and is consistent with the past practices of LTV and the Restricted
Subsidiaries with respect to their joint ventures and (y) if such
transaction or series of transactions constitutes an Investment by LTV,
such Restricted Subsidiary or such joint venture, the other equity
investors in such joint venture (A) participate in such Investment on the
same basis as LTV or such Restricted Subsidiary, (B) have their interests
in such joint venture diluted to the extent such investors elect not to so
participate in such Investment or (C) individually beneficially own 10% or
less of the equity interests in such joint venture; and
(7) any transaction or series of transactions between LTV or any
Restricted Subsidiary and SMI America, Inc. or any of its affiliates
pursuant to the terms of the Sumitomo Securities Purchase Agreement and
any documents relating thereto, as such Agreement and documents are in
effect on the Issue Date, without regard to any amendment, waiver or other
modification thereto.
Limitation on Sale and Leaseback Transactions. LTV shall not, and shall
not permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction with respect to any Property unless:
(a) LTV or such Restricted Subsidiary would be entitled to:
(1) Incur Debt in an amount equal to the Attributable Debt with
respect to such Sale and Leaseback Transaction pursuant to the
covenant described under "Limitation on Debt and Restricted
Subsidiary Preferred Stock" and
(2) create a Lien on such Property securing such Attributable
Debt without securing the notes or any applicable Subsidiary Guaranty
pursuant to the covenant described under "Limitation on Liens" and
(b) such Sale and Leaseback Transaction is effected in compliance
with the covenant described under "Limitation on Asset Sales;"
provided, however, that LTV or any Restricted Subsidiary may at any time enter
into a Sale and Leaseback Transaction if the sum of (x) the aggregate amount of
Attributable Debt outstanding at such time with respect to such Sale and
Leaseback Transaction and all other Sale and Leaseback Transactions entered
into by LTV or any Restricted Subsidiary and (y) the aggregate principal amount
(in the case of Debt sold at a discount, at Stated Maturity) of all Secured
Debt outstanding at such time, other than the USWA Secured Obligations and any
Permitted Refinancing Debt in respect thereof to the extent not exceeding $250
million in the aggregate and any Limited Recourse Guarantee, does not exceed
10% of Consolidated Net Tangible Assets as determined based on the consolidated
balance sheet of LTV as of the end of the most recent fiscal quarter, after
giving pro forma effect to such transaction.
Designation of Restricted and Unrestricted Subsidiaries. The Board of
Directors may designate any Subsidiary of LTV to be an Unrestricted Subsidiary
if :
(a) the Subsidiary to be so designated does not own any Capital Stock
or Debt of, or own or hold any Lien on any Property of, LTV or any other
Restricted Subsidiary and
(b) either:
(1) the Subsidiary to be so designated has total assets of
$1,000 or less or
49
(2) such designation is effective immediately upon such entity
becoming a Subsidiary of LTV or any Restricted Subsidiary.
Unless so designated as an Unrestricted Subsidiary, any Person that
becomes a Subsidiary of LTV or of any Wholly Owned Subsidiary will be
classified as a Restricted Subsidiary, provided that the requirements set forth
in clauses (x) and (y) of the immediately following paragraph would be
satisfied after giving pro forma effect to such classification. Any Person not
permitted by the terms of the immediately preceding sentence to be classified
as a Restricted Subsidiary shall be automatically classified as an Unrestricted
Subsidiary. Except as provided in the first sentence of this paragraph, no
Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In
addition, neither LTV nor any Restricted Subsidiary shall at any time be
directly or indirectly liable for any Debt that provides that the holder of the
Debt may (with the passage of time or notice or both) declare a default on the
Debt or cause the payment of the Debt to be accelerated or payable prior to its
Stated Maturity upon the occurrence of a default with respect to any Debt, Lien
or other obligation of any Unrestricted Subsidiary (including any right to take
enforcement action against such Unrestricted Subsidiary, but excluding any
Limited Recourse Guarantee). Upon designation of a Restricted Subsidiary as an
Unrestricted Subsidiary in compliance with this covenant, such Restricted
Subsidiary shall, by execution and delivery of a supplemental Indenture in form
satisfactory to the Trustee, be released from any Subsidiary Guaranty
previously made by such Restricted Subsidiary.
The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary if, immediately after giving pro forma effect to such
designation, (x) LTV could Incur at least $1.00 of additional Debt pursuant to
clause (a) of the first paragraph of the covenant described under "Limitation
on Debt and Restricted Subsidiary Preferred Stock" and (y) no Default or Event
of Default shall have occurred and be continuing or would result therefrom.
Any such designation or redesignation by the Board of Directors will be
evidenced to the Trustee by filing with the Trustee a Board Resolution giving
effect to such designation or redesignation and an Officers' Certificate:
(a) certifying that such designation or redesignation complies with
the foregoing provisions and
(b) giving the effective date of such designation or redesignation,
such filing with the Trustee to occur within 45 days after the end of the
fiscal quarter of LTV in which such designation or redesignation is made,
or, in the case of a designation or redesignation made during the last
fiscal quarter of LTV's fiscal year, within 90 days after the end of such
fiscal year.
Notwithstanding anything to the contrary in the foregoing, Presque Isle,
L-S Electro-Galvanizing Company, LTV-Trico, Inc., Cayman Mineracao do Brasil
Ltda and L.A.S. Resources, Inc. will initially be Unrestricted Subsidiaries.
Limitation on Layered Debt. LTV shall not permit any Acquired Subsidiary
Guarantor to Incur, directly or indirectly, any Debt that is subordinate or
junior in right of payment to any Senior Debt unless such debt is expressly
subordinated in right of payment to, or ranks pari passu with, the Obligations
under its Acquired Subsidiary Guaranty.
Future Subsidiary Guarantors. LTV shall cause each Person that becomes a
Domestic Wholly Owned Subsidiary following the Issue Date (other than any
Securitization Subsidiary or Inactive Subsidiary) or any Person that ceases to
be an Inactive Subsidiary to execute and deliver to the Trustee a Subsidiary
Guaranty at the time such Person becomes a Domestic Wholly Owned Subsidiary or
ceases to be an Inactive Subsidiary, as applicable.
50
Merger, Consolidation and Sale of Property
LTV shall not merge, consolidate or amalgamate with or into any other
Person (other than a merger of a Wholly Owned Subsidiary into LTV) or sell,
transfer, assign, lease, convey or otherwise dispose of all or substantially
all its Property in any one transaction or series of transactions unless:
(a) LTV shall be the surviving Person (the "Surviving Person") or, if
other than LTV, the Surviving Person formed by the merger, consolidation
or amalgamation or to which the sale, transfer, assignment, lease,
conveyance or disposition is made shall be a corporation organized and
existing under the laws of the United States of America, any State thereof
or the District of Columbia;
(b) the Surviving Person, if other than LTV, expressly assumes, by
supplemental Indenture in form satisfactory to the Trustee, executed and
delivered to the Trustee by that Surviving Person, the due and punctual
payment of the principal of, and premium, if any, and interest on, all the
notes, according to their tenor, and the due and punctual performance and
observance of all the covenants and conditions of the Indenture to be
performed by LTV;
(c) in the case of a sale, transfer, assignment, lease, conveyance or
other disposition of all or substantially all LTV's Property, that
Property shall have been transferred as an entirety or virtually as an
entirety to one Person;
(d) immediately before and after giving effect to the transaction or
series of transactions on a pro forma basis (and treating, for purposes of
this clause (d) and clauses (e) and (f) below, any Debt which becomes, or
is anticipated to become, an obligation of the Surviving Person or any
Restricted Subsidiary as a result of the transaction or series of
transactions as having been Incurred by the Surviving Person or that
Restricted Subsidiary at the time of the transaction or series of
transactions), no Default or Event of Default shall have occurred and be
continuing;
(e) immediately after giving effect to the transaction or series of
transactions on a pro forma basis, LTV or the Surviving Person, as the
case may be, would be able to Incur at least $1.00 of additional Debt
under clause (a) of the first paragraph of the covenant described under
"Certain Covenants--Limitation on Debt and Restricted Subsidiary Preferred
Stock";
(f) immediately after giving effect to the transaction or series of
transactions on a pro forma basis, the Surviving Person shall have a
Consolidated Net Worth in an amount which is not less than the
Consolidated Net Worth of LTV immediately prior to the transaction or
series of transactions; and
(g) LTV shall deliver, or cause to be delivered, to the Trustee, in
form and substance reasonably satisfactory to the Trustee, an Officers'
Certificate and an Opinion of Counsel, each stating that the transaction
and any supplemental Indenture in respect thereto comply with this
covenant and that all conditions precedent herein provided for relating to
the transaction have been satisfied.
LTV shall not permit LTV Steel or any Subsidiary then conducting all or
part of the Tubular Business to merge, consolidate or amalgamate with or into
any other Person (other than a merger of a Wholly Owned Subsidiary into LTV
Steel or a Subsidiary Guarantor then conducting all or part of the Tubular
Business, as applicable) or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all the Property of LTV Steel or of the Tubular
Business, as applicable, in any one transaction or series of transactions
unless:
(a) the Surviving Person, if not LTV Steel or that Subsidiary, formed
by the merger, consolidation or amalgamation or to which the sale,
transfer, assignment, lease, conveyance or disposition is made shall be a
corporation organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia;
51
(b) the Surviving Person ,if other than LTV Steel or that Subsidiary,
expressly assumes, by supplemental Indenture in form satisfactory to the
Trustee, executed and delivered to the Trustee by that Surviving Person,
the due and punctual performance and observance of all the obligations of
the entity under its Subsidiary Guaranty;
(c) in the case of a sale, transfer, assignment, lease, conveyance or
other disposition of all or substantially all the Property of LTV Steel or
the Tubular Business, that Property shall have been transferred as an
entirety or virtually as an entirety to one Person;
(d) immediately before and after giving effect to the transaction or
series of transactions on a pro forma basis, and treating, for purposes of
this clause (d) and clauses (e) and (f) below, any Debt which becomes, or
is anticipated to become, an obligation of the Surviving Person, LTV or
any Restricted Subsidiary as a result of the transaction or series of
transactions as having been Incurred by the Surviving Person, LTV or that
Restricted Subsidiary at the time of that transaction or series of
transactions, no Default or Event of Default shall have occurred and be
continuing;
(e) immediately after giving effect to the transaction or series of
transactions on a pro forma basis, LTV would be able to Incur at least
$1.00 of additional Debt under clause (a) of the first paragraph of the
covenant described under "Certain Covenants--Limitation on Debt and
Restricted Subsidiary Preferred Stock";
(f) immediately after giving effect to the transaction or series of
transactions on a pro forma basis, LTV shall have a Consolidated Net Worth
in an amount which is not less than the Consolidated Net Worth of LTV
immediately prior to that transaction or series of transactions; and
(g) LTV shall deliver, or cause to be delivered, to the Trustee, in
form and substance reasonably satisfactory to the Trustee, an Officers'
Certificate and an Opinion of Counsel, each stating that the transaction
and the supplemental Indenture, if any, in respect thereto comply with
this covenant and that all conditions precedent herein provided for
relating to the transaction have been satisfied. The foregoing provisions
shall not apply to any sale of less than substantially all the Tubular
Business by means of a merger, consolidation or amalgamation.
The Surviving Person will succeed to, and be substituted for, and may
exercise every right and power of LTV under the Indenture, or of the applicable
Subsidiary Guarantor under its Subsidiary Guaranty, as the case may be, but the
predecessor Company in the case of a sale, transfer, assignment, lease,
conveyance or other disposition, shall not be released from the obligations to
pay the principal of, and premium, if any, and interest on the notes.
SEC Reports
Notwithstanding that we may not be required to remain subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, we shall
file with, or furnish to, the Commission the annual reports and the
information, documents and other reports that are specified in Sections 13 and
15(d) of the Exchange Act and applicable to a U.S. corporation subject to those
Sections. The information, documents and reports will be filed at the times
specified for the filing of the information, documents and reports under the
Sections (the "Required Filing Times"); provided, however, that we shall not be
so obligated to file the information, documents and reports with the SEC if the
SEC does not permit those filings. We shall also in any event:
(a) within 15 days of each Required Filing Time, provide the Trustee
and the holders of notes with copies of the information, documents and
reports and
(b) if the Commission does not permit the filing of the information,
documents and reports, promptly upon written request supply copies of the
information, documents and reports to any prospective holder of notes.
52
Events of Default
Events of Default in respect of the notes include:
(a) failure to make the payment of any interest on the notes when the
same becomes due and payable, and the failure continues for a period of 30
days;
(b) failure to make the payment of any principal of, or premium, if
any, on, any of the notes when the same becomes due and payable at its
Stated Maturity, upon acceleration, redemption, optional redemption,
mandatory redemption, required repurchase or otherwise;
(c) failure to comply with the covenant described above under
"Merger, Consolidation and Sale of Property";
(d) failure to comply with any other covenant or agreement in the
notes or in the Indenture, other than a failure which is the subject of
the foregoing clause (a), (b) or (c), and the failure continues for 30
days after written notice is given to LTV as provided below;
(e) a default under any Debt by LTV or any Restricted Subsidiary
which results in acceleration of the maturity of that Debt, or failure to
pay any such Debt at maturity, in an aggregate amount greater than $20
million (the "cross acceleration provisions");
(f) any judgment or judgments for the payment of money in an
aggregate amount in excess of $20 million shall be rendered against LTV or
any Restricted Subsidiary and shall not be waived, satisfied or discharged
for any period of 30 consecutive days during which a stay of enforcement
shall not be in effect (the "judgment default provisions");
(g) particular events involving bankruptcy, insolvency or
reorganization of LTV or any Significant Subsidiary (the "bankruptcy
provisions"); and
(h) any Subsidiary Guaranty ceases to be in full force and effect,
other than in accordance with the terms of the Indenture or that
Subsidiary Guaranty, or any Subsidiary Guarantor denies or disaffirms its
obligations under its Subsidiary Guaranty (the "guaranty provisions").
The Indenture provides that the Trustee may withhold notice to the holders
of the notes of any Default, except in payment of principal, premium, if any,
or interest, if the Trustee considers it to be in the best interest of the
holders of the notes to do so.
A Default under clause (d) is not an Event of Default until the Trustee or
the holders of not less than 25% in aggregate principal amount of the notes
then outstanding notify LTV of the Default and LTV does not cure that Default
within the time specified after receipt of the notice. The notice must specify
the Default, demand that it be remedied and state that the notice is a "Notice
of Default".
LTV shall deliver to the Trustee, within 30 days after the occurrence
thereof, written notice in the form of an Officers' Certificate of any event
which with the giving of notice and the lapse of time would become an Event of
Default, its status and what action LTV is taking or proposes to take with
respect thereto.
The Indenture will provide that if an Event of Default with respect to the
notes, other than an Event of Default resulting from particular events
involving bankruptcy, insolvency or reorganization with respect to LTV or any
Significant Subsidiary, shall have occurred and be continuing, the Trustee or
the registered holders of not less than 25% in aggregate principal amount of
the notes then outstanding may declare to be immediately due and payable the
principal amount of all the notes then outstanding, plus accrued but unpaid
interest to the date of acceleration. In case an Event of Default resulting
from particular events of bankruptcy, insolvency or reorganization with respect
to LTV or any Significant Subsidiary shall occur, the amount with respect to
all the notes shall be due and payable
53
immediately without any declaration or other act on the part of the Trustee or
the holders of the notes. The holders of a majority in aggregate principal
amount of the outstanding notes may, by notice to the Trustee and LTV, rescind
any declaration of acceleration if the rescission would not conflict with any
judgment or decree, and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of the acceleration. This rescission shall not affect any subsequent
Default or impair any right consequent thereto.
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the holders of the notes,
unless those holders shall have offered to the Trustee reasonable indemnity.
Subject to those provisions for the indemnification of the Trustee, the holders
of a majority in aggregate principal amount of the notes then outstanding will
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the notes.
No holder of notes will have any right to institute any proceeding with
respect to the Indenture, or for the appointment of a receiver or trustee, or
for any remedy thereunder, unless:
(a) that holder has previously given to the Trustee written notice of
a continuing Event of Default,
(b) the registered holders of at least 25% in aggregate principal
amount of the notes then outstanding have made written request and offered
reasonable indemnity to the Trustee to institute that proceeding as
trustee, and
(c) the Trustee shall not have received from the registered holders
of a majority in aggregate principal amount of the notes then outstanding
a direction inconsistent with the request and shall have failed to
institute the proceeding within 60 days.
However, these limitations do not apply to a suit instituted by a holder
of any note for enforcement of payment of the principal of, and premium, if
any, or interest on, that note on or after the respective due dates expressed
in that note.
Amendments and Waivers
Subject to some exceptions, the Indenture may be amended with the consent
of the registered holders of a majority in aggregate principal amount of the
notes then outstanding, including consents obtained in connection with a tender
offer or exchange offer for the notes, and any past default or compliance with
any provisions may also be waived (except a default in the payment of
principal, premium or interest and particular covenants and provisions of the
Indenture which cannot be amended without the consent of each holder of an
outstanding note) with the consent of the registered holders of at least a
majority in aggregate principal amount of the notes then outstanding. However,
without the consent of each holder of an outstanding note, no amendment may,
among other things:
(a) reduce the amount of notes whose holders must consent to an
amendment or waiver,
(b) reduce the rate of or extend the time for payment of interest on
any note,
(c) reduce the principal of or extend the Stated Maturity of any
note,
(d) make any note payable in money other than that stated in the
note,
(e) impair the right of any holder of the notes to receive payment of
principal of and interest on that holder's notes on or after the due dates
for payment or to institute suit for the enforcement of any payment on or
with respect to that holder's notes or any Subsidiary Guaranty,
54
(f) subordinate the notes or any Subsidiary Guaranty to any other
obligation of LTV or the applicable Subsidiary Guarantor,
(g) release any security interest that may have been granted in favor
of the holders of the notes other than pursuant to the terms of that
security interest, including the security interest under the Escrow
Agreement described in "Escrow of Proceeds; Special Mandatory Redemption",
(h) reduce the premium payable upon the redemption or repurchase of
any note as described under "Optional Redemption" or "Repurchase at the
Option of Holders Upon a Change of Control",
(i) at any time after a Change of Control or Asset Sale has occurred,
change the time at which the Change of Control Offer or Prepayment Offer
relating thereto must be made or at which the notes must be repurchased
pursuant to the Change of Control Offer or Prepayment Offer,
(j) reduce the premium payable upon a Special Mandatory Redemption or
make any other change in the provisions relating to the Special Mandatory
Redemption, including changing the time by which notes must be redeemed,
(k) make any change to the subordination provisions of the Indenture
with respect to the Acquired Subsidiary Guaranties that would adversely
affect the holders of the notes,
(l) make any change in the Escrow Agreement that would adversely
affect holders of the notes or
(m) make any change in any Subsidiary Guaranty that could adversely
affect the holders of the notes.
Without the consent of any holder of the notes, LTV and the Trustee may
amend the Indenture to cure any ambiguity, omission, defect or inconsistency,
to provide for the assumption by a successor corporation of the obligations of
LTV, LTV Steel or any Subsidiary then conducting all or part of the Tubular
Business under the Indenture, to provide for uncertificated notes in addition
to or in place of certificated notes (provided that the uncertificated notes
are issued in registered form for purposes of Section 163(f) of the Code, or in
a manner such that the uncertificated notes are described in Section
163(f)(2)(B) of the Code), to add additional guarantees with respect to the
notes or to release Subsidiary Guarantors from the Subsidiary Guaranties as
provided by the terms of the Indenture, to secure the notes, to add to the
covenants of LTV for the benefit of the holders of the notes or to surrender
any right or power conferred upon LTV, to make any change that does not
adversely affect the rights of any holder of the notes, to make any change to
the subordination provisions of the Indenture with respect to the Acquired
Subsidiary Guaranties that would limit or terminate the benefits available to
holders of Designated Senior Debt under those provisions, to comply with any
requirement of the Commission in connection with the qualification of the
Indenture under the Trust Indenture Act or to provide for the issuance of
additional notes in accordance with the Indenture.
No amendment may be made to the subordination provisions of the Indenture
with respect to the Subsidiary Guaranties of the Acquired Subsidiaries that
adversely affects the rights of holders of Designated Senior Debt unless the
holders of the Designated Senior Debt or their Representative consent to the
change.
The consent of the holders of the notes is not necessary under the
Indenture to approve the particular form of any proposed amendment. It is
sufficient if the consent approves the substance of the proposed amendment.
After an amendment under the Indenture becomes effective, LTV is required
to mail to each registered holder of the notes at the holder's address
appearing in the Security Register a notice briefly describing the amendment.
However, the failure to give this notice to all holders of the notes, or any
defect therein, will not impair or affect the validity of the amendment.
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Defeasance
LTV at any time may terminate all its obligations under the notes and the
Indenture ("legal defeasance"), except for particular obligations, including
those respecting the defeasance trust and obligations to register the transfer
or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes
and to maintain a registrar and paying agent in respect of the notes. LTV at
any time may terminate its obligations under the covenants described under
"Repurchase at the Option of Holders Upon a Change of Control" and "Certain
Covenants", the operation of the cross acceleration provisions, the judgment
default provisions, the bankruptcy provisions with respect to Significant
Subsidiaries and the guaranty provisions described under "Events of Default"
above and the limitations contained in clauses (e) and (f) under the first
paragraph, or contained in the second paragraph, of "Merger, Consolidation and
Sale of Property" above ("covenant defeasance"). LTV may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.
If LTV exercises its legal defeasance option, payment of the notes may not
be accelerated because of an Event of Default with respect thereto. If LTV
exercises its covenant defeasance option, payment of the notes may not be
accelerated because of an Event of Default specified in clause (d) (with
respect to the covenants described under "Certain Covenants"), (e), (f), (g)
(with respect only to Significant Subsidiaries) or (h) under "Events of
Default" above or because of the failure of LTV to comply with clauses (e) and
(f) under the first paragraph, or with the second paragraph, of "Merger,
Consolidation and Sale of Property" above. If LTV exercises its legal or
covenant defeasance option, each Subsidiary Guarantor will be released from all
its obligations under its Subsidiary Guaranty.
In order to exercise either defeasance option, LTV must, among other
things, irrevocably deposit in trust (the "defeasance trust") with the Trustee
money or U.S. Government Obligations for the payment of principal and interest
on the notes to maturity or redemption, as the case may be, and must comply
with some other conditions, including delivery to the Trustee of an Opinion of
Counsel to the effect that holders of the notes will not recognize income, gain
or loss for Federal income tax purposes as a result of the deposit and
defeasance and will be subject to Federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if the
deposit and defeasance had not occurred. In the case of legal defeasance only,
the Opinion of Counsel must be based on a ruling of the Internal Revenue
Service or other change in applicable Federal income tax law.
Book-Entry System
The old notes were, and the new notes will initially be issued in the form
of one or more global securities registered in the name of The Depository Trust
Company or its nominee.
Upon the issuance of a global security, DTC or its nominee will credit the
accounts of Persons holding through it with the respective principal amounts of
the new notes represented by the global security. Ownership of beneficial
interests in a global security will be limited to Persons that have accounts
with DTC ("participants") or Persons that may hold interests through
participants. Any Person acquiring an interest in a global security through an
offshore transaction in reliance on Regulation S under the Securities Act may
hold that interest through Cedel or Euroclear. Ownership of beneficial
interests in a global security will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by DTC
with respect to participants' interests and by the participants with respect to
the owners of beneficial interests in that global security other than
participants. The laws of some jurisdictions require that particular purchasers
of securities take physical delivery of the securities in definitive form.
These limits and laws may impair the ability to transfer beneficial interests
in a global security.
Payment of principal of and interest on notes represented by a global
security will be made in immediately available funds to DTC or its nominee, as
the case may be, as the sole registered owner and the sole holder of the notes
represented by the global security for all purposes under the Indenture. We
have been advised by DTC that upon receipt of any payment of principal of or
interest on any global security, DTC will immediately credit, on its book-entry
registration and transfer system, the accounts of participants with payments in
amounts proportionate to their respective beneficial interests in the principal
or face amount of that global security as shown on the records of DTC. Payments
by participants to owners of beneficial interests in a global security held
through those participants
56
will be governed by standing instructions and customary practices as is now the
case with securities held for customer accounts registered in "street name" and
will be the sole responsibility of those participants.
A global security may not be transferred except as a whole by DTC or a
nominee of DTC to a nominee of DTC or to DTC. A global security is exchangeable
for certificated notes only if (a) DTC notifies us that it is unwilling or
unable to continue as a depositary for the global security or if at any time
DTC ceases to be a clearing agency registered under the Exchange Act, (b) we in
our discretion at any time determine not to have all the notes represented by
the global security or (c) there shall have occurred and be continuing a
Default or an Event of Default with respect to the notes represented by the
global security. Any global security that is exchangeable for certificated
notes pursuant to the preceding sentence will be exchanged for certificated
notes in authorized denominations and registered in such names as DTC or any
successor depositary holding that global security may direct. Subject to the
foregoing, a global security is not exchangeable, except for a global security
of like denomination to be registered in the name of DTC or any successor
depositary or its nominee. In the event that a global security becomes
exchangeable for certificated notes,
(a) certificated notes will be issued only in fully registered form in
denominations of $1,000 or integral multiples thereof;
(b) payment of principal of, and premium, if any, and interest on, the
certificated notes will be payable, and the transfer of the certificated notes
will be registerable, at the office or agency of LTV maintained for those
purposes; and
(c) no service charge will be made for any registration of transfer or
exchange of the certificated notes, although We may require payment of a sum
sufficient to cover any tax or governmental charge imposed in connection
therewith.
So long as DTC or any successor depositary for a global security, or any
nominee, is the registered owner of the global security, DTC or the successor
depositary or nominee, as the case may be, will be considered the sole owner or
holder of the notes represented by that global security for all purposes under
the Indenture and the notes. Except as set forth above, owners of beneficial
interests in a global security will not be entitled to have the notes
represented by the global security registered in their names, will not receive
or be entitled to receive physical delivery of certificated notes in definitive
form and will not be considered to be the owners or holders of any notes under
the global security. Accordingly, each Person owning a beneficial interest in a
global security must rely on the procedures of DTC or any successor depositary,
and, if that Person is not a participant, on the procedures of the participant
through which that Person owns its interest, to exercise any rights of a holder
under the Indenture. We understand that under existing industry practices, in
the event that LTV request any action of holders or that an owner of a
beneficial interest in a global security desires to give or take any action
which a holder is entitled to give or take under the Indenture, DTC or any
successor depositary would authorize the participants holding the relevant
beneficial interest to give or take that action and the participants would
authorize beneficial owners owning through those participants to give or take
that action or would otherwise act upon the instructions of beneficial owners
owning through them.
DTC has advised us that DTC is a limited-purpose trust company organized
under the Banking Law of the State of New York, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered under the Exchange Act. DTC
was created to hold the securities of its participants and to facilitate the
clearance and settlement of securities transactions among its participants in
those securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers, banks,
trust companies, clearing corporations and some other organizations some of
whom, or their representatives, own DTC. Access to DTC's book-entry system is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
either directly or indirectly.
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Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in global securities among participants of DTC, it is
under no obligation to perform or continue to perform those procedures, and the
procedures may be discontinued at any time. Neither we nor the Trustee will
have any responsibility for the performance by DTC or its participants or
indirect participants of their respective obligations under the rules and
procedures governing their operations.
Governing Law
The Indenture and the notes are governed by the internal laws of the State
of New York without reference to principles of conflicts of law.
The Trustee
U.S. Bank Trust National Association will be the Trustee under the
Indenture.
The Indenture provides that, except during the continuance of an Event of
Default, the Trustee will perform only the duties that are specifically set
forth in the Indenture. During the existence of an Event of Default, the
Trustee will exercise those rights and powers vested in it under the Indenture
and use the same degree of care and skill in its exercise as a prudent Person
would exercise under the circumstances in the conduct of that Person's own
affairs.
Certain Definitions
Set forth below is a summary of some of the defined terms used in the
Indenture and referred to in this "Description of Notes."
"Acquired Subsidiary Guarantors" means each of Copperweld Corporation and
Welded Tube Company of America and each of their respective Domestic Wholly
Owned Subsidiaries (other than a Securitization Subsidiary or Inactive
Subsidiary).
"Additional Assets" means
(a) any Property (other than cash, cash equivalents or securities) to
be owned by LTV or any Restricted Subsidiary; or
(b) Capital Stock of a Person that becomes a Restricted Subsidiary as
a result of the acquisition of such Capital Stock by LTV or another
Restricted Subsidiary from any Person other than LTV or an Affiliate of
LTV.
"Affiliate" of any specified Person means (a) any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person or (b) any other Person who is a director or
officer of (i) such specified Person, (ii) any Subsidiary of such specified
Person or (iii) any Person described in clause (a) above. For the purposes of
this definition, "control" when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing. For purposes of the covenants described under "Certain
Covenants--Limitation on Transactions with Affiliates", "Limitation on Asset
Sales" and the definition of the term "Additional Assets" only, "Affiliate"
shall also mean any beneficial owner of shares representing 5% or more of the
total voting power of the Voting Stock (on a fully diluted basis) of LTV or of
rights or warrants to purchase such Voting Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.
"Asset Sale" means any sale, lease, transfer, issuance or other
disposition (or series of related sales, leases, transfers, issuances or
dispositions) by LTV or any Restricted Subsidiary, including any disposition by
means of a merger, consolidation or similar transaction or by means of a
disposition of Capital Stock permitted by clause (iii) of
58
the covenant described under "Certain Covenants--Limitation on Issuance and
Sale of Capital Stock of Restricted Subsidiaries" (each referred to for the
purposes of this definition as a "disposition"), of (a) any shares of Capital
Stock of a Restricted Subsidiary (other than directors' qualifying shares), (b)
all or substantially all the assets of any division or line of business of LTV
or any Restricted Subsidiary (other than LTV Steel or the Tubular Business) or
(c) any other assets of LTV or any Restricted Subsidiary outside of the
ordinary course of business of LTV or such Restricted Subsidiary (other than
(i) in the case of clauses (a), (b) and (c) above, any disposition by a
Restricted Subsidiary to LTV or by LTV or a Restricted Subsidiary to a Wholly
Owned Subsidiary, (ii) in the case of clauses (b) and (c) above, (x) any
disposition of accounts receivable or inventory by or to LTV or any Restricted
Subsidiary to or from any Securitization Subsidiary in connection with the
Incurrence of Debt by such Subsidiary under Credit Facilities or (y) any
disposition of Property having, together with other Property disposed of
pursuant to such clauses during the same fiscal year, an aggregate Fair Market
Value of less than $25 million and (iii) in the case of clauses (a), (b) and
(c) above, any disposition subject to the first or second paragraph of the
covenant described under "Merger, Consolidation and Sale of Property").
"Attributable Debt" in respect of a Sale and Leaseback Transaction means,
at any date of determination, (a) if such Sale and Leaseback Transaction is a
Capital Lease Obligation, the amount of Debt represented thereby according to
the definition of the term "Capital Lease Obligation" and (b) in all other
instances, the present value (discounted at the actual rate of interest
implicit in such transaction, compounded annually) of the total obligations of
the lessee for rental payments during the remaining term of the lease included
in such Sale and Leaseback Transaction (including any period for which such
lease has been extended).
"Average Life" means, as of any date of determination, with respect to any
Debt or Preferred Stock, the quotient obtained by dividing (a) the sum of the
product of the numbers of years (rounded to the nearest one-twelfth of one
year) from the date of determination to the dates of each successive scheduled
principal payment of such Debt or redemption or similar payment with respect to
such Preferred Stock multiplied by the amount of such payment by (b) the sum of
all such payments.
"Board of Directors" means the Board of Directors of LTV or any committee
thereof duly authorized to act on behalf of such Board.
"Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of LTV to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification.
"Capital Expenditure Debt" means Debt Incurred by any Person to finance a
capital expenditure so long as (a) such capital expenditure is or should be
included as an addition to "Property, Plant and Equipment" in accordance with
GAAP (including in any event an addition to Property as a result of the
purchase or other acquisition of Capital Stock of a Person that becomes a
Subsidiary Guarantor as a result of such purchase or acquisition by LTV or
another Subsidiary Guarantor from any Person other than LTV or an Affiliate of
LTV) and (b) such Debt is Incurred within 180 days of the date such capital
expenditure is made.
"Capital Lease Obligations" means any obligation under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP; and the amount of Debt represented by such obligation shall be the
capitalized amount of such obligations determined in accordance with GAAP; and
the Stated Maturity thereof shall be the date of the last payment of rent or
any other amount due under such lease prior to the first date upon which such
lease may be terminated by the lessee without payment of a penalty. For
purposes of "Certain Covenants--Limitation on Liens", a Capital Lease
Obligation shall be deemed secured by a Lien on the Property being leased.
"Capital Stock" means, with respect to any Person, any shares or other
equivalents (however designated) of corporate stock, partnership interests or
any other participations, rights, warrants, options or other interests in the
nature of an equity interest in such Person, including Preferred Stock, but
excluding any debt security convertible or exchangeable into such equity
interest.
59
"Capital Stock Sale Proceeds" means the aggregate Net Cash Proceeds
received by LTV from the issuance or sale (other than to a Subsidiary of LTV or
an employee stock ownership plan or trust established by LTV or any of its
Subsidiaries for the benefit of their employees) by LTV of any class of its
Capital Stock (other than Disqualified Stock) after the Issue Date of LTV's
8.20% Senior Notes due 2007.
"Cash Equivalents" means any of the following: (i) direct obligations of
the United States of America or any agency thereof or obligations fully and
unconditionally guaranteed by the United States of America or any agency
thereof; (ii) direct obligations of Canada or any agency thereof or obligations
fully and unconditionally guaranteed by Canada or any agency thereof; (iii)
time deposit accounts, certificates of deposit and money market deposits
maturing within 270 days of the date of acquisition thereof issued by a bank or
trust company which is organized under the laws of the United States of America
or any state thereof, and which bank or trust company has capital, surplus and
undivided profits aggregating in excess of $500 million and has outstanding
Debt which is rated "A" (or such similar equivalent rating) or higher by at
least one nationally recognized statistical rating organization (as defined in
Rule 436 under the Securities Act) or any money-market fund having assets in
excess of $500 million all of which consist of other obligations described in
(i), (ii), (iii), (iv), (v) or (vi) sponsored by a registered broker dealer or
mutual fund distributor; (iv) repurchase and reverse repurchase obligations
with a term of not more than 30 days for underlying securities of the types
described in clause (i) above entered into with a bank meeting the
qualifications described in clause (iii) above; (v) commercial paper, maturing
not more than 180 days after the date of acquisition, issued by a corporation
(other than an Affiliate of LTV) organized and in existence under the laws of
the United States of America or any state thereof with a rating at the time as
of which any investment therein is made of "P-2" (or higher) according to
Moody's or "A-2" (or higher) according to S & P; and (vi) securities with
maturities of one year or less from the date of acquisition issued or fully and
unconditionally guaranteed by any state, commonwealth or territory of the
United States of America or by any political division or taxing authority
thereof, and rated at least "A" by Moody's or S&P, provided that all Cash
Equivalents purchased or otherwise acquired by the Escrow Agent as contemplated
under "Escrow of Proceeds; Special Mandatory Redemption" shall mature on or
prior to the Assumed Redemption Date.
"Change of Control" means the occurrence of any of the following events:
(a) if any "Person" or "group" (as such terms are used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act or any successor provisions to
either of the foregoing), including any group acting for the purpose of
acquiring, holding, voting or disposing of securities within the meaning
of Rule 13d-5(b)(1) under the Exchange Act, becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act, except that a Person
will be deemed to have "beneficial ownership" of all shares that any such
Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of
50% or more of the total voting power of all classes of the Voting Stock
of LTV (for purposes of this clause (a), such other Person or group shall
be deemed to beneficially own any Voting Stock of a corporation (the
"specified corporation") held by any other corporation (the "parent
corporation") so long as such other Person or group beneficially owns,
directly or indirectly, in the aggregate a majority of the voting power of
all classes of the Voting Stock of such parent corporation); or
(b) the sale, transfer, assignment, lease, conveyance or other
disposition, directly or indirectly, of all or substantially all the
assets of LTV and the Restricted Subsidiaries, considered as a whole
(other than a disposition of such assets as an entirety or virtually as an
entirety to a Wholly Owned Subsidiary) shall have occurred, or LTV merges,
consolidates or amalgamates with or into any other Person or any other
Person merges, consolidates or amalgamates with or into LTV, in any such
event pursuant to a transaction in which the outstanding Voting Stock of
LTV is reclassified into or exchanged for cash, securities or other
Property, other than any such transaction where (i) the outstanding Voting
Stock of LTV is reclassified into or exchanged for Voting Stock of the
surviving corporation and (ii) the Holders of the Voting Stock of LTV
immediately prior to such transaction own, directly or indirectly, not
less than a majority of the Voting Stock of the surviving corporation
immediately after such transaction and in substantially the same
proportion as before the transaction; or
60
(c) during any period of two consecutive years, individuals who at
the beginning of such period constituted the Board of Directors (together
with any new directors whose election or appointment by such Board or
whose nomination for election by the shareholders of LTV was approved by a
vote of 66 2/3% of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to
constitute a majority of the Board of Directors then in office; or
(d) the shareholders of LTV shall have approved any plan of
liquidation or dissolution of LTV.
"Code" means the Internal Revenue Code of 1986, as amended.
"Collateral Trust Agreement" means the Collateral Trust Agreement dated as
of May 15, 1993, as amended through the Issue Date, among LTV, LTV Steel
Company, Inc., the USWA and Bank One Ohio Trust Company, N.A., as collateral
trustee.
"Commodity Price Protection Agreement" means, in respect of a Person, any
forward contract, commodity swap agreement, commodity option agreement or other
similar agreement or arrangement designed to protect such Person against
fluctuations in commodity prices.
"Consolidated Current Liabilities" means, as of any date of determination,
the aggregate amount of liabilities of LTV and its consolidated Restricted
Subsidiaries which may properly be classified as current liabilities (including
taxes accrued as estimated), after eliminating (a) all intercompany items
between LTV and any Restricted Subsidiary or between Restricted Subsidiaries
and (b) all current maturities of long-term Debt.
"Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of (a) the aggregate amount of EBITDA for the period
of the most recent four consecutive fiscal quarters ending at least 45 days
prior to such determination date to (b) Consolidated Interest Expense for such
four fiscal quarters; provided, however, that (i) if LTV or any Restricted
Subsidiary has Incurred any Debt since the beginning of such period that
remains outstanding or if the transaction giving rise to the need to calculate
the Consolidated Interest Coverage Ratio is an Incurrence of Debt, or both,
Consolidated Interest Expense for such period shall be calculated after giving
effect on a pro forma basis to such Debt as if such Debt had been Incurred on
the first day of such period and the discharge of any other Debt repaid,
repurchased, defeased or otherwise discharged with the proceeds of such new
Debt as if such discharge had occurred on the first day of such period, (ii) if
since the beginning of such period LTV or any Restricted Subsidiary shall have
made any Asset Sale or if the transaction giving rise to the need to calculate
the Consolidated Interest Coverage Ratio is an Asset Sale, or both, EBITDA for
such period shall be reduced by an amount equal to the EBITDA (if positive)
directly attributable to the assets which are the subject of such Asset Sale
for such period, or increased by an amount equal to the EBITDA (if negative)
directly attributable thereto for such period, in either case as if such Asset
Sale had occurred on the first day of such period and Consolidated Interest
Expense for such period shall be reduced by an amount equal to the Consolidated
Interest Expense directly attributable to any Debt of LTV or any Restricted
Subsidiary repaid, repurchased, defeased or otherwise discharged with respect
to LTV and its continuing Restricted Subsidiaries in connection with such Asset
Sale for such period, as if such Asset Sale had occurred on the first day of
such period (or, if the Capital Stock of any Restricted Subsidiary is sold, by
an amount equal to the Consolidated Interest Expense for such period directly
attributable to the Debt of such Restricted Subsidiary to the extent LTV and
its continuing Restricted Subsidiaries are no longer liable for such Debt after
such sale), (iii) if since the beginning of such period LTV or any Restricted
Subsidiary (by merger or otherwise) shall have made an Investment in any
Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or
an acquisition of Property, including any acquisition of Property occurring in
connection with a transaction causing a calculation to be made hereunder, which
constitutes all or substantially all of an operating unit of a business, EBITDA
and Consolidated Interest Expense for such period shall be calculated after
giving pro forma effect thereto (including the Incurrence of any Debt) as if
such Investment or acquisition occurred on the first day of such period and
(iv) if since the beginning of such period any Person (that subsequently became
a Restricted Subsidiary or was merged with or into LTV or any Restricted
Subsidiary since the beginning of such period) shall have made any Asset Sale,
Investment or acquisition of Property that would have required an adjustment
pursuant to clause (ii) or (iii) above if made by LTV or a Restricted
Subsidiary during such period, EBITDA and Consolidated
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Interest Expense for such period shall be calculated after giving pro forma
effect thereto as if such Asset Sale, Investment or acquisition occurred on the
first day of such period. For purposes of this definition, whenever pro forma
effect is to be given to an acquisition of Property, the amount of income or
earnings relating thereto and the amount of Consolidated Interest Expense
associated with any Debt incurred in connection therewith, the pro forma
calculations shall be determined in good faith by a responsible financial or
accounting Officer and as further contemplated by the definition of the term
"pro forma". If any Debt bears a floating rate of interest and is being given
pro forma effect, the interest expense on such Debt shall be calculated as if
the rate in effect on the date of determination had been the applicable rate
for the entire period (taking into account any Interest Rate Agreement
applicable to such Debt if such Interest Rate Agreement has a remaining term in
excess of 12 months).
"Consolidated Interest Expense" means, for any period, the total interest
expense of LTV and its consolidated Restricted Subsidiaries, plus, to the
extent not included in such total interest expense, and to the extent Incurred
by LTV or its Restricted Subsidiaries, (a) interest expense attributable to
capital leases, (b) amortization of debt discount and debt issuance cost, (c)
capitalized interest, (d) non-cash interest expenses, (e) commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing, (f) net costs associated with Hedging
Obligations (including amortization of fees), (g) Redeemable Dividends, (h)
Preferred Stock dividends in respect of all Preferred Stock of Restricted
Subsidiaries held by Persons other than LTV or a Wholly Owned Subsidiary, (i)
interest incurred in connection with Investments in discontinued operations,
(j) interest accruing on any Debt of any other Person to the extent such Debt
is guaranteed by LTV or any Restricted Subsidiary (such amount included, if
such Debt is also guaranteed by a venture partner or other equity owner of such
Person that is capable of satisfying its obligations under such guarantee (as
determined by an Officer in good faith at the time of any relevant
determination), only to the extent of LTV's direct or indirect equity ownership
of such Person) and (k) the cash contributions to any employee stock ownership
plan or similar trust to the extent such contributions are used by such plan or
trust to pay interest or fees to any Person (other than LTV) in connection with
Debt Incurred by such plan or trust.
"Consolidated Net Income" means, for any period, the net income (loss) of
LTV and its consolidated Subsidiaries; provided, however, that there shall not
be included in such Consolidated Net Income (a) any net income (loss) of any
Person (other than LTV) if such Person is not a Restricted Subsidiary, except
that (i) subject to the exclusion contained in clause (d) below, LTV's equity
in the net income of any such Person for such period shall be included in such
Consolidated Net Income up to the aggregate amount of cash distributed by such
Person during such period to LTV or a Restricted Subsidiary as a dividend or
other distribution (subject, in the case of a dividend or other distribution to
a Restricted Subsidiary, to the limitations contained in clause (c) below) and
(ii) LTV's equity in a net loss of any such Person (other than an Unrestricted
Subsidiary) for such period shall be included in determining such Consolidated
Net Income, (b) any net income (loss) of any Person acquired by LTV or any of
its consolidated Subsidiaries in a pooling of interests transaction for any
period prior to the date of such acquisition, (c) any net income (loss) of any
Restricted Subsidiary to the extent that such Restricted Subsidiary is subject
to restrictions, directly or indirectly, on the payment of dividends or the
making of distributions, directly or indirectly, to LTV, except that (i)
subject to the exclusion contained in clause (d) below, LTV's equity in the net
income of any such Restricted Subsidiary for such period shall be included in
such Consolidated Net Income up to the aggregate amount of cash distributed by
such Restricted Subsidiary during such period to LTV or another Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a
dividend or other distribution to another Restricted Subsidiary, to the
limitation contained in this clause) and (ii) LTV's equity in a net loss of any
such Restricted Subsidiary for such period shall be included in determining
such Consolidated Net Income, (d) any gain (but not loss) realized upon the
sale or other disposition of any Property of LTV or any of its consolidated
Subsidiaries (including pursuant to any Sale and Leaseback Transaction) which
is not sold or otherwise disposed of in the ordinary course of business, (e)
any extraordinary gain or loss, (f) any unusual or nonrecurring non-cash charge
or credit separately identified on LTV's consolidated income statement for such
period, provided that (i) to the extent any such charge represents an accrual
of or reserve for cash expenditures in any future period, such cash expenditure
shall be included in Consolidated Net Income for such future period or (ii) for
purposes of the covenant described under "Certain Covenants--Limitation on
Restricted Payments" only, to the extent any such credit will result in the
receipt of cash payments in any future period, such cash payment shall be
included in Consolidated Net Income for such future period, (g) the cumulative
effect of a change in accounting principles and (h) any non-cash compensation
expense realized for grants of performance shares, stock options or other stock
awards to officers, directors and
62
employees of LTV or any Restricted Subsidiary; provided further, however, that
there shall be added to such Consolidated Net Income any provision for taxes
not payable in cash.
"Consolidated Net Tangible Assets" means, as of any date of determination,
the sum of the amounts that would appear on a consolidated balance sheet of LTV
and its consolidated Restricted Subsidiaries as the total assets (less
accumulated depreciation, depletion and amortization, allowances for doubtful
receivables, adjustments for pension liabilities, other applicable reserves and
other properly deductible items) of LTV and its Restricted Subsidiaries, after
giving effect to purchase accounting and after deducting therefrom Consolidated
Current Liabilities and, to the extent otherwise included, the amounts of
(without duplication): (a) the excess of cost over fair market value of assets
or businesses acquired; (b) any revaluation or other write-up in book value of
assets subsequent to the last day of the fiscal quarter of LTV immediately
preceding the Issue Date as a result of a change in the method of valuation in
accordance with GAAP; (c) unamortized debt discount and expenses and other
unamortized deferred charges, goodwill, patents, trademarks, service marks,
trade names, copyrights, licenses, organization or developmental expenses and
other intangible items; (d) minority interests in consolidated Subsidiaries
held by Persons other than LTV or any Restricted Subsidiary; (e) treasury
stock; (f) cash or securities set aside and held in a sinking or other
analogous fund established for the purpose of redemption or other retirement of
Capital Stock to the extent such obligation is not reflected in Consolidated
Current Liabilities; and (g) Investments in and assets of Unrestricted
Subsidiaries.
"Consolidated Net Worth" means the total of the amounts shown on the
consolidated balance sheet of LTV and its Restricted Subsidiaries as of the end
of the most recent fiscal quarter of LTV ending at least 45 days prior to the
taking of any action for the purpose of which the determination is being made,
as (a) the par or stated value of all outstanding Capital Stock of LTV plus (b)
paid-in capital or capital surplus relating to such Capital Stock plus (c) any
retained earnings or earned surplus less (i) any accumulated deficit, (ii) any
amounts attributable to Disqualified Stock and (iii) any adjustments for
pension liabilities.
"Copperweld Acquisition" means the acquisition by LTV of Copperweld
Corporation and Copperweld Canada Inc. pursuant to the Copperweld Acquisition
Agreement.
"Copperweld Acquisition Agreement" means the Stock Purchase Agreement by
and between Imetal SA and LTV dated as of September 8, 1999, as amended, waived
or otherwise modified through the Issue Date.
"Credit Facilities" means, with respect to LTV or any Restricted
Subsidiary, one or more credit facilities or securitization facilities with
banks or other institutional lenders providing for revolving credit loans, term
loans, receivables or inventory financing (including the Existing
Securitization Facilities) or trade letters of credit, in each case together
with any extensions, revisions, refinancings or replacements thereof.
"Currency Exchange Protection Agreement" means, in respect of a Person,
any foreign exchange contract, currency swap agreement, currency option or
other similar agreement or arrangement designed to protect such Person against
fluctuations in currency exchange rates.
"Debt" means, with respect to any Person on any date of determination
(without duplication), (a) the principal of and premium (if any) in respect of
(i) debt of such Person for money borrowed and (ii) debt evidenced by notes,
debentures, bonds or other similar instruments for the payment of which such
Person is responsible or liable; (b) all Capital Lease Obligations of such
Person and all Attributable Debt in respect of Sale and Leaseback Transactions
entered into by such Person; (c) all obligations of such Person issued or
assumed as the deferred purchase price of Property, all conditional sale
obligations of such Person and all obligations of such Person under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (d) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker's acceptance or
similar credit transaction (other than obligations with respect to letters of
credit securing obligations (other than obligations described in (a) through
(c) above) entered into in the ordinary course of business of such Person to
the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the tenth Business Day
following receipt by such Person of a demand for reimbursement following
payment on the letter of credit); (e) the amount of all obligations of such
Person with respect to the redemption, repayment or other
63
repurchase of any Disqualified Stock or, with respect to any Subsidiary of such
Person, any Preferred Stock (but excluding, in each case, any accrued
dividends); (f) all obligations of the type referred to in clauses (a) through
(e) of other Persons and all dividends of other Persons for the payment of
which, in either case, such Person is responsible or liable, directly or
indirectly, as obligor, guarantor or otherwise, including by means of any
guarantee; (g) all obligations of the type referred to in clauses (a) through
(f) of other Persons secured by any Lien on any Property or asset of such
Person (whether or not such obligation is assumed by such Person), the amount
of such obligation being deemed to be the lesser of the value of such Property
or assets or the amount of the obligation so secured; (h) to the extent not
otherwise included in this definition, Hedging Obligations of such Person; and
(i) to the extent not otherwise included in this definition, any financing of
accounts receivable or inventory of such Person (whether or not treated as a
sale or debt for accounting purposes), provided that such accounts receivable
or inventory shall be deemed to be on the consolidated balance sheet of LTV for
purposes of clause (b)(ii) of the definition of "Permitted Debt". The amount of
Debt of any Person at any date shall be the outstanding balance at such date of
all unconditional obligations as described above and the maximum liability,
upon the occurrence of the contingency giving rise to the obligation, of any
contingent obligations at such date.
"Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.
"Designated Senior Debt" means, with respect to each Acquired Subsidiary
Guarantor, all Debt and other obligations of such Acquired Subsidiary Guarantor
under the New Bank Financing and any Permitted Refinancing Debt in respect
thereof, whether outstanding on the Issue Date or thereafter created.
"Disqualified Stock" means, with respect to any Person, Redeemable Stock
of such Person as to which the maturity, mandatory redemption, redemption at
the option of the Holder thereof, conversion or exchange occurs, or may occur,
on or prior to the first anniversary of the Stated Maturity of the notes;
provided, however, that Redeemable Stock of such Person that would not
otherwise be characterized as Disqualified Stock under this definition shall
not constitute Disqualified Stock if such Redeemable Stock is convertible or
exchangeable into Debt solely at the option of the issuer thereof.
"Domestic" means, with respect to any Subsidiary, any Subsidiary that is
organized under the laws of the United States of America or any state thereof
or the District of Columbia.
"EBITDA" means, for any period, an amount equal to, for LTV and its
consolidated Restricted Subsidiaries, (a) the sum of Consolidated Net Income
for such period, plus the following to the extent reducing Consolidated Net
Income for such period: (i) the provision for taxes for such period based on
income or profits or utilized in computing net loss, (ii) Consolidated Interest
Expense, (iii) depreciation and amortization of fixed and intangible assets and
(iv) any other non-cash items (other than any such non-cash item to the extent
that it represents an accrual of or reserve for cash expenditures in any future
period), minus (b) all non-cash items increasing Consolidated Net Income for
such period (other than any such non-cash item to the extent that it will
result in the receipt of cash payments in any future period). Notwithstanding
the foregoing, the provision for taxes based on the income or profits of, and
the depreciation and amortization of, a Restricted Subsidiary shall be added to
Consolidated Net Income to compute EBITDA only to the extent (and in the same
proportion) that the net income of such Restricted Subsidiary was included in
calculating Consolidated Net Income and only if a corresponding amount would be
permitted at the date of determination to be dividended to LTV by such
Restricted Subsidiary without prior approval (that has not been obtained),
pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations
applicable to such Restricted Subsidiary or its stockholders.
"Event of Default" has the meaning set forth under "Events of Default".
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Existing Securitization Facilities" means the Receivables Credit
Agreement and the Inventory Facility.
"Fair Market Value" means, with respect to any Property, the price (or, in
the case of a lease, the rent) which could be negotiated in an arm's-length
free market transaction, for cash, between a willing seller (or lessor) and a
64
willing buyer (or lessee), neither of whom is under undue pressure or
compulsion to complete the transaction. Fair Market Value will be determined,
except as otherwise provided, (a) if such Property has a Fair Market Value
equal to or less than $25 million, by any Officer of LTV or (b) if such
Property has a Fair Market Value in excess of $25 million, by a majority of the
Board of Directors and evidenced by a Board Resolution, dated within 30 days of
the relevant transaction, delivered to the Trustee.
"GAAP" means United States generally accepted accounting principles as in
effect on the Issue Date, including those set forth (a) in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants, (b) in the statements and pronouncements of the
Financial Accounting Standards Board, (c) in such other statements by such
other entity as approved by a significant segment of the accounting profession
and (d) the rules and regulations of the Commission governing the inclusion of
financial statements (including pro forma financial statements) in periodic
reports required to be filed pursuant to Section 13 of the Exchange Act,
including opinions and pronouncements in staff accounting bulletins and similar
written statements from the accounting staff of the Commission.
"Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Debt of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person (a) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt of such other Person (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise) or (b) entered into for the purpose of assuring in any
other manner the obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning. The term "Guarantor" shall mean any
Person guaranteeing any obligation.
"Hedging Obligation" of any Person means any obligation of such Person
pursuant to any Interest Rate Agreement, Currency Exchange Protection
Agreement, Commodity Price Protection Agreement or any other similar agreement
or arrangement.
"Inactive Subsidiary" means, at any time, any Subsidiary of LTV that (a)
has assets with a total book value not in excess of $1 million, (b) has not
conducted any business or other operations during the prior 12 month period and
(c) is not an obligor with respect to any Debt.
"Incur" means, with respect to any Debt or other obligation of any Person,
to create, issue, incur (by merger, conversion, exchange or otherwise), extend,
assume, guarantee or become liable in respect of such Debt or other obligation
or the recording, as required pursuant to GAAP or otherwise, of any such Debt
or obligation on the balance sheet of such Person (and "Incurrence" and
"Incurred" shall have meanings correlative to the foregoing); provided,
however, that a change in GAAP that results in an obligation of such Person
that exists at such time, and is not theretofore classified as Debt, becoming
Debt shall not be deemed an Incurrence of such Debt; provided further, however,
that solely for purposes of determining compliance with "Certain
Covenants--Limitation on Debt and Restricted Subsidiary Preferred Stock",
amortization of debt discount shall not be deemed to be the Incurrence of Debt,
provided that in the case of Debt sold at a discount, the amount of such Debt
Incurred shall at all times be the aggregate principal amount at Stated
Maturity.
"Independent Appraiser" means an investment banking firm of national
standing or any third party appraiser of national standing, provided that such
firm or appraiser is not an Affiliate of LTV.
"Interest Rate Agreement" means, for any Person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement designed to protect against fluctuations in interest rates.
"Inventory Facility" means the Note Purchase and Letter of Credit
Agreement dated as of February 26, 1998 among LTV Steel, as a party and as
agent on behalf of certain affiliates, the financial institutions party
thereto, Chase
65
Securities Inc., as Placement Agent and The Chase Manhattan Bank, as Agent and
Collateral Agent, as amended from time to time.
"Investment" by any Person means any direct or indirect loan (other than
advances to customers in the ordinary course of business that are recorded as
accounts receivable on the balance sheet of such Person), advance or other
extension of credit or capital contribution (by means of transfers of cash or
other Property to others or payments for Property or services for the account
or use of others, or otherwise) to, or Incurrence of a guarantee of any
obligation of, or purchase or acquisition of Capital Stock, bonds, notes,
debentures or other securities or evidence of Debt issued by, any other Person.
In determining the amount of any Investment made by transfer of any Property
other than cash, such Property shall be valued at its Fair Market Value at the
time of such Investment.
"Investment Grade Rating" means a rating equal to or higher than Baa3 (or
the equivalent) by Moody's and BBB- (or the equivalent) by S&P.
"Investment Grade Status" shall be deemed to have been reached on the date
that the notes have an Investment Grade Rating from both Rating Agencies.
"Issue Date" means the date on which the old notes were initially issued.
"Issue Date of LTV's 8.20% Senior Notes due 2007" means September 17,
1997, the date LTV originally issued its existing 8.20% Senior Notes due 2007.
"Letter of Credit" means an irrevocable documentary letter of credit from
an issuing bank of nationally recognized standing (whose senior unsecured debt
is rated "A" or higher according to the Rating Agencies at the time of
issuance) expiring on a date not earlier than May 31, 2000, which names the
Escrow Agent as the beneficiary thereof and which shall be presentable for
payment at any time by the Escrow Agent, provided that the only condition to
payment thereunder shall be a certification signed by the Escrow Agent stating
one of the following: (i) the Escrow Agent will use the amount drawn to fund a
portion of the aggregate Mandatory Redemption Price or (ii) in the case of any
presentation on or after January 31, 2000, the Special Mandatory Redemption has
not taken place.
"Lien" means, with respect to any Property of any Person, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement (other than any easement not materially
impairing usefulness or marketability), encumbrance, preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such Property (including any Capital Lease
Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any Sale and
Leaseback Transaction, but excluding any operating lease (except Sale and
Leaseback Transactions) entered into in the ordinary course of such Person's
business).
"Limited Recourse Guarantee" means (i) any pledge of the Capital Stock of
an Unrestricted Subsidiary securing Debt of such Unrestricted Subsidiary that
is non-recourse in all respects to LTV and its Restricted Subsidiaries except
with respect to foreclosure on any Capital Stock of such Unrestricted
Subsidiary held by LTV or any Restricted Subsidiary and (ii) any guarantee by a
Venture Holding Company of Debt of a Person, other than a Restricted
Subsidiary, in which such Venture Holding Company holds an Investment,
including through a pledge of such Investment, which guarantee is non-recourse
in all respects to LTV and its other Restricted Subsidiaries.
"Liquid Securities" means securities (i) of an issuer organized under the
laws of the United States or any State thereof or the laws of any member nation
of the European Union in each case that is not an Affiliate of LTV, (ii) that
are publicly traded on the New York Stock Exchange, the American Stock
Exchange, the Nasdaq National Market, the London Stock Exchange, the Bourse de
Paris or the Frankfurt Stock Exchange and (iii) as to which LTV is not subject
to any restrictions on sale or transfer (including any volume restrictions
under Rule 144 under the Securities Act or any other restrictions imposed by
the Securities Act) or as to which a registration statement under the
Securities Act covering the resale thereof is in effect for as long as the
securities are held, provided, that securities meeting the requirements of
clauses (i), (ii) and (iii) above shall be treated as Liquid Securities from
the date of
66
receipt thereof until and only until the earlier of (x) the date on which such
securities are sold or exchanged for cash or Cash Equivalent or (y) 90 days
following the date of receipt of such securities. In the event such securities
are not sold or exchanged for cash or Cash Equivalents within 90 days of
receipt thereof, for purposes of determining whether the transaction pursuant
to which LTV or a Restricted Subsidiary received the securities was in
compliance with the covenant described under "Certain Covenants--Limitation on
Asset Sales", such securities shall be deemed not to have been Liquid
Securities at any time.
"Moody's" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.
"Net Available Cash" from any Asset Sale means cash payments received
therefrom (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only
as and when received, but excluding any other consideration received in the
form of assumption by the acquiring Person of Debt or other obligations
relating to the Property that is the subject of such Asset Sale or received in
any other non-cash form), in each case net of (a) all legal, title and
recording tax expenses, commissions and other fees and expenses incurred, and
all Federal, state, provincial, foreign and local taxes required to be accrued
as a liability under GAAP, as a consequence of such Asset Sale, (b) all
payments made on any Debt which is secured by any Property subject to such
Asset Sale, in accordance with the terms of any Lien upon or other security
agreements of any kind with respect to such Property, or which must by its
terms, or in order to obtain a necessary consent to such Asset Sale, or by
applicable law, be repaid out of the proceeds from such Asset Sale, (c) all
distributions and other payments required to be made to minority interest
Holders in Subsidiaries or joint ventures as a result of such Asset Sale and
(d) the deduction of appropriate amounts provided by the seller as a reserve,
in accordance with GAAP, against any liabilities associated with the Property
disposed in such Asset Sale and retained by LTV or any Restricted Subsidiary
after such Asset Sale.
"Net Cash Proceeds" means, with respect to any issuance or sale of Capital
Stock, the cash proceeds of such issuance or sale, net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.
"New Bank Financing" means the credit agreement dated on or about the
Issue Date among LTV, the subsidiary guarantors party thereto, the lenders
party thereto, Credit Suisse First Boston, as administrative agent, and Morgan
Stanley Senior Funding, Inc., as syndication agent, together with any related
documents (including any security documents and guarantee agreements), as any
of the foregoing may be amended, supplemented or otherwise modified from time
to time.
"Obligations" means the obligation of each Subsidiary Guarantor pursuant
to its Subsidiary Guaranty of (a) the full and punctual payment of principal
and interest on the notes when due, whether at maturity, by acceleration, by
redemption or otherwise, and all other monetary obligations of LTV under the
Indenture and the notes and (b) the full and punctual performance within
applicable grace periods of all other obligations of LTV under the Indenture
and the notes.
"Officer" means the President and Chief Executive Officer, the Chief
Financial Officer or any Vice President of LTV.
"Officers' Certificate" means a certificate signed by two Officers of LTV,
at least one of whom shall be the principal executive officer or principal
financial officer of LTV, and delivered to the Trustee.
"Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to LTV
or the Trustee.
"Permitted Liens" means:
(a) Liens to secure Debt permitted to be Incurred under clause (b) of
the second paragraph of the covenant described under "Certain
Covenants--Limitation on Debt and Restricted Subsidiary Preferred
67
Stock", provided that any such Lien is limited to the accounts receivable
and inventory (and insurance proceeds and other Property similarly
incidental thereto) of LTV and the Restricted Subsidiaries and any
securities issued by a Securitization Subsidiary that purchases such
accounts receivable or inventory in connection with the Incurrence of such
Debt;
(b) Liens on the assets of the Acquired Subsidiary Guarantors to
secure Debt permitted to be Incurred under the New Bank Financing,
provided that the outstanding principal amount of the Debt secured by
Liens permitted by this clause (b) shall not exceed $225 million;
(c) Liens to secure Debt permitted to be Incurred under clause (c) of
the second paragraph of the covenant described under "Certain
Covenants--Limitation on Debt and Restricted Subsidiary Preferred Stock",
provided that any such Lien may not extend to any Property of LTV or any
Restricted Subsidiary other than (i) the Property purchased, acquired,
constructed or leased with the proceeds of such Debt, (ii) all
improvements and accessions to such Property and (iii) in the case of
personal Property, any real Property underlying such personal Property;
(d) Liens for taxes, assessments or governmental charges or levies on
the Property of LTV or any Restricted Subsidiary if the same shall not at
the time be delinquent or thereafter can be paid without penalty, or are
being contested in good faith and by appropriate proceedings promptly
instituted and diligently concluded, provided that any reserve or other
appropriate provision that shall be required in conformity with GAAP shall
have been made therefor;
(e) Liens imposed by law, such as carriers', warehousemen's and
mechanics' Liens on the Property of LTV or any Restricted Subsidiary
arising in the ordinary course of business and securing payment of
obligations which are not more than 60 days past due or are being
contested in good faith and by appropriate proceedings;
(f) Liens on the Property of LTV or any Restricted Subsidiary
Incurred in the ordinary course of business to secure performance of
obligations with respect to statutory or regulatory requirements,
performance or return-of-money bonds, surety bonds or other obligations of
a like nature and Incurred in a manner consistent with industry practice,
in each case which are not Incurred in connection with the borrowing of
money, the obtaining of advances or credit or the payment of the deferred
purchase price of Property and which do not in the aggregate impair in any
material respect the use of Property in the operation of the business of
LTV and the Restricted Subsidiaries taken as a whole;
(g) Liens on Property at the time LTV or any Restricted Subsidiary
acquired such Property, including any acquisition by means of a merger or
consolidation with or into LTV or any Restricted Subsidiary; provided,
however, that any such Lien may not extend to any other Property of LTV or
any Restricted Subsidiary; provided further, however, that such Liens
shall not have been Incurred in anticipation of or in connection with the
transaction or series of transactions pursuant to which such Property was
acquired by LTV or any Restricted Subsidiary;
(h) Liens on the Property of a Person at the time such Person becomes
a Restricted Subsidiary; provided, however, that any such Lien may not
extend to any other Property of LTV or any other Restricted Subsidiary
which is not a direct Subsidiary of such Person; provided further,
however, that any such Lien was not Incurred in anticipation of or in
connection with the transaction or series of transactions pursuant to
which such Person became a Restricted Subsidiary;
(i) pledges or deposits by LTV or any Restricted Subsidiary under
workmen's compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders,
contracts (other than for the payment of Debt) or leases to which LTV or
any Restricted Subsidiary is party, or deposits to secure public or
statutory obligations of LTV, or deposits for the payment of rent, in each
case Incurred in the ordinary course of business;
68
(j) utility easements, building restrictions and such other
encumbrances or charges against real Property as are of a nature generally
existing with respect to properties of a similar character;
(k) Liens to secure industrial revenue or pollution control bonds
issued by LTV, provided that (i) the aggregate principal amount
outstanding of the Debt secured by Liens permitted by this clause (k)
shall not at any time exceed the higher of the cost or the Fair Market
Value of the Property financed by such Debt (together with improvements
and accessions to such Property) and (ii) such Liens shall not extend to
any other Property of LTV or any Restricted Subsidiaries;
(l) Liens arising out of judgments or decrees which involve uninsured
amounts not exceeding $20 million and which are being contested in good
faith by appropriate proceedings promptly instituted and diligently
concluded, provided that any reserve or other appropriate provision that
shall be required in conformity with GAAP shall have been made therefor;
(m) Liens securing or constituting a Limited Recourse Guarantee;
(n) Liens existing on the Issue Date not otherwise described in
clauses (a) through (m) above, including the Lien securing the USWA
Secured Obligations, provided that such Lien may be extended from time to
time to Property of LTV or any Restricted Subsidiary not subject thereto
on the Issue Date to the extent any such extension is required by the
terms of the Collateral Trust Agreement as in effect on the Issue Date;
(o) Liens on the Property of LTV or any Restricted Subsidiary to
secure any Refinancing, in whole or in part, of any Debt secured by Liens
referred to in clause (a), (b), (c), (g), (h), (k), (n), (q) or (r) of
this definition; provided, however, that any such Lien shall be limited to
all or part of the same Property that secured the original Lien (together
with improvements and accessions to such Property) and the aggregate
principal amount of Debt that is secured by such Lien shall not be
increased to an amount greater than the sum of (i) the outstanding
principal amount, or, if greater, the committed amount, of the Debt
secured by Liens described under clause (a), (b), (c), (g), (h), (k), (n),
(q) or (r) of this definition, as the case may be, at the time the
original Lien became a Permitted Lien under the Indenture and (ii) an
amount necessary to pay any premiums, fees and other expenses incurred by
LTV or such Restricted Subsidiary in connection with such Refinancing;
(p) Liens to secure Debt permitted to be Incurred under clause (l) of
the second paragraph of the covenant described under "Certain
Covenants--Limitation on Debt and Restricted Subsidiary Preferred Stock",
provided that any such Lien shall be limited to the Property (together
with improvements and accessions to such Property) subject to the
applicable Sale and Leaseback Transaction;
(q) Liens to secure Debt permitted to be Incurred under clause (m)
(ii) of the second paragraph of the covenant described under "Certain
Covenants--Limitation on Debt and Restricted Subsidiary Preferred Stock",
provided that any such Lien shall be limited to the Property (together
with improvements and accessions to such Property) subject to the
applicable Sale and Leaseback Transaction; and
(r) Liens securing Debt not otherwise described in clauses (a)
through (q) above, provided that at the time any such Lien is Incurred the
sum of (i) the aggregate principal amount (in the case of Debt sold at a
discount, at Stated Maturity) of all Secured Debt outstanding at such time
(other than the USWA Secured Obligations and any Permitted Refinancing
Debt in respect thereof to the extent not exceeding $250 million in the
aggregate and any Limited Recourse Guarantee) and (ii) the aggregate
amount of Attributable Debt outstanding at such time with respect to Sale
and Leaseback Transactions entered into by LTV or any Restricted
Subsidiary, does not exceed 10% of Consolidated Net Tangible Assets, as
determined based on the consolidated balance sheet of LTV as of the end of
the most recent fiscal quarter, after giving pro forma effect to the
transactions giving rise to the need for such calculation.
69
"Permitted Refinancing Debt" means any Debt that Refinances any other
Debt, including any successive Refinancings, so long as (a) such Debt is in an
aggregate principal amount (or if Incurred with original issue discount, an
aggregate issue price) not in excess of the sum of (i) the aggregate principal
amount (or if Incurred with original issue discount, the aggregate accreted
value) then outstanding of the Debt being Refinanced and (ii) an amount
necessary to pay any fees and expenses, including premiums and defeasance
costs, related to such Refinancing, (b) the Average Life of such Debt is equal
to or greater than the Average Life of the Debt being Refinanced, (c) the
Stated Maturity of such Debt is no earlier than the earlier of (i) the Stated
Maturity of the Debt being Refinanced and (ii) the date that is at least one
year and one day after the Stated Maturity of the notes and (d) the new Debt
shall not be senior in right of payment to the Debt that is being Refinanced;
provided, however, that Permitted Refinancing Debt shall not include (a) Debt
of a Subsidiary that Refinances Debt of LTV or (b) Debt of LTV or a Restricted
Subsidiary that Refinances Debt of an Unrestricted Subsidiary.
"Person" means any individual, corporation, company (including any limited
liability or joint-stock company), partnership, joint venture, association,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.
"Preferred Stock" means any Capital Stock of a Person, however designated,
which entitles the Holder thereof to a preference with respect to the payment
of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Person, over shares of any other
class of Capital Stock issued by such Person.
"Property" means, with respect to any Person, any interest of such Person
in any kind of property or asset, whether real, personal or mixed, or tangible
or intangible, including Capital Stock in, and other securities of, any other
Person. For purposes of any calculation required pursuant to the Indenture, the
value of any Property shall be its Fair Market Value.
"pro forma" means, with respect to any calculation made or required to be
made pursuant to the terms hereof, a calculation performed in accordance with
Article 11 of Regulation S-X promulgated under the Securities Act, as
interpreted in good faith by the Board of Directors after consultation with the
independent certified public accountants of LTV, or otherwise a calculation
made in good faith by the Board of Directors after consultation with the
independent certified public accountants of LTV, as the case may be.
"Public Equity Offering" means an underwritten public offering of common
stock of LTV pursuant to an effective registration statement under the
Securities Act.
"Rating Agencies" mean Moody's and S&P.
"Receivables Credit Agreement" means the agreement dated as of October 12,
1994 among LTV Sales Finance Company, the lenders party thereto and Bankers
Trust Company, as collateral agent and facility agent, as amended from time to
time.
"Redeemable Dividend" means, for any dividend with respect to Redeemable
Stock, the quotient of the dividend divided by the difference between one and
the maximum statutory federal income tax rate (expressed as a decimal number
between 1 and 0) then applicable to the issuer of such Redeemable Stock.
"Redeemable Stock" means, with respect to any Person, any Capital Stock
that by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable) or otherwise (a) matures or is mandatorily
redeemable pursuant to a sinking fund obligation or otherwise, (b) is or may
become redeemable or repurchaseable at the option of the holder thereof, in
whole or in part, or (c) is convertible or exchangeable for Debt or
Disqualified Stock.
"Refinance" means, in respect of any Debt, to refinance, extend, renew,
refund, repay, prepay, redeem, defease or retire, or to issue other Debt, in
exchange or replacement for, such Debt. "Refinanced" and "Refinancing" shall
have correlative meanings.
70
"Restricted Payment" means (a) any dividend or distribution (whether made
in cash, securities or other Property) declared or paid on or with respect to
any shares of Capital Stock of LTV or any Restricted Subsidiary (including any
payment in connection with any merger or consolidation with or into LTV or any
Restricted Subsidiary), except for any dividend or distribution which is made
solely to LTV or a Restricted Subsidiary (and, if such Restricted Subsidiary is
not a Wholly Owned Subsidiary, to the other shareholders of such Restricted
Subsidiary on a pro rata basis) or any dividend or distribution payable solely
in shares of Capital Stock (other than Redeemable Stock) of LTV; (b) any
payment made by LTV or any Restricted Subsidiary to purchase, redeem,
repurchase, acquire or retire for value any Capital Stock of LTV or any
Affiliate of LTV (other than a Restricted Subsidiary) or (c) any payment made
by LTV or any Restricted Subsidiary to purchase, redeem, repurchase, defease or
otherwise acquire or retire for value, prior to any scheduled maturity,
scheduled sinking fund or mandatory redemption payment, any Subordinated
Obligation (other than the purchase, repurchase, or other acquisition of any
Subordinated Obligation purchased in anticipation of satisfying a sinking fund
obligation, principal installment or final maturity, in each case due within
one year of the date of acquisition).
"Restricted Subsidiary" means any Subsidiary of LTV other than an
Unrestricted Subsidiary.
"S&P" means Standard & Poor's Ratings Service or any successor to the
rating agency business thereof.
"Sale and Leaseback Transaction" means any arrangement relating to
Property now owned or hereafter acquired whereby LTV or a Restricted Subsidiary
transfers such Property to another Person and LTV or a Restricted Subsidiary
leases it from such Person, other than any such arrangement with respect to
Property acquired or placed into service by LTV or any Restricted Subsidiary
after the Issue Date to the extent entered into within 365 days after the date
of such acquisition or placement into service and not constituting a Capital
Lease Obligation.
"Secured Debt" means any Debt of LTV or any Restricted Subsidiary secured
by a Lien.
"Securitization Subsidiary" means any bankruptcy-remote special-purpose
Subsidiary of LTV or any Restricted Subsidiary established for the purpose of
arranging financing of accounts receivable and inventory, including by selling
or selling interests in such accounts receivable and inventory and related
Property or through borrowing money or obtaining credit secured by such
Property, and including LTV Sales Finance Company, a Delaware corporation, and
LTV Steel Products, L.L.C., a Delaware limited liability corporation.
"Senior Debt" of LTV means (a) all obligations consisting of the
principal, premium, if any, and accrued and unpaid interest in respect of (i)
Debt of LTV for borrowed money and (ii) Debt of LTV evidenced by notes,
debentures, bonds or other similar instruments permitted under the Indenture
for the payment of which LTV is responsible or liable; (b) all Capital
Expenditure Debt of LTV; (c) all obligations of LTV (i) for the reimbursement
of any obligor on any letter of credit, bankers' acceptance or similar credit
transaction or (ii) under Hedging Obligations; and (d) all obligations of other
Persons of the type referred to in clauses (a) and (b) for the payment of which
LTV is responsible or liable as Guarantor; provided, however, that Senior Debt
of LTV shall not include (A) Debt of LTV that is by its terms subordinate in
right of payment to the notes; (B) any Debt Incurred in violation of the
provisions of the Indenture; (C) accounts payable or any other obligations of
LTV to trade creditors created or assumed by LTV in the ordinary course of
business in connection with the obtaining of materials or services (including
guarantees thereof or instruments evidencing such liabilities); (D) any
liability for Federal, state, local or other taxes owed or owing by LTV; (E)
any obligation of LTV to any Subsidiary; or (F) any obligations with respect to
any Capital Stock. "Senior Debt" of any Subsidiary Guarantor has a correlative
meaning, provided that clause (E) above shall be deemed to refer to any
obligations of such Subsidiary Guarantor to LTV or any Subsidiary of LTV.
"Significant Subsidiary" means any Restricted Subsidiary that would be a
"Significant Subsidiary" of LTV within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.
"Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder
71
thereof upon the happening of any contingency beyond the control of the issuer
unless such contingency has occurred and, in the case of the notes, excluding
the Special Mandatory Redemption provisions).
"Subordinated Obligation" means any Debt of LTV or any Subsidiary
Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which
is subordinate or junior in right of payment to the notes or the applicable
Subsidiary Guaranty pursuant to a written agreement to that effect.
"Subsidiary" means, in respect of any specified Person, any corporation,
company, partnership, joint venture, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock or
other interests (including partnership interests) entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries
of such Person or (iii) one or more Subsidiaries of such Person.
"Subsidiary Guarantor" means each Domestic Wholly Owned Subsidiary (other
than any Securitization Subsidiary or Inactive Subsidiary) and any other Person
that becomes a Subsidiary Guarantor pursuant to the covenant described under
"Certain Covenants--Future Subsidiary Guarantors".
"Subsidiary Guaranty" means, (a) with respect to each Subsidiary Guarantor
that is not an Acquired Subsidiary Guarantor, the senior unsecured guarantee of
the Obligations by such Subsidiary Guarantor and (b) with respect to each
Acquired Subsidiary Guarantor, the senior subordinated guarantee of the
Obligations by such Acquired Subsidiary Guarantor, in each case on the terms
set forth in the Indenture.
"Tubular Business" means the aggregate business as conducted on the Issue
Date (or, if the Copperweld Acquisition has not been completed as of the Issue
Date, the date immediately following the closing of the Copperweld Acquisition)
of Copperweld, Welded Tube and LTV Tubular, together with any other
Subsidiaries formed or acquired after the Issue Date primarily involved in the
manufacture and sale of tubular steel products.
"Unrestricted Subsidiary" means (a) any Subsidiary of an Unrestricted
Subsidiary; (b) any Subsidiary of LTV that is designated after the Issue Date
as an Unrestricted Subsidiary as permitted pursuant to the covenant described
under "Certain Covenants--Designation of Restricted and Unrestricted
Subsidiaries" and not thereafter redesignated as a Restricted Subsidiary as
permitted pursuant thereto; and (c) Presque Isle Corporation, L-S
Electro-Galvanizing Company, LTV-Trico, Inc., Cayman Mineracao do Brasil Ltda
and L.A.S. Resources, Inc.
"U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.
"USWA Secured Obligations" means the retiree health benefit, plan
contribution and other obligations of LTV and its Subsidiaries secured by a
Lien granted to the USWA pursuant to the Collateral Trust Agreement.
"Venture Holding Company" means (a) LTV Columbus Processing, Inc., LTV EGL
Holding Company, Dearborn Leasing, Inc., Alcite I, Inc., LTV Blanking
Corporation, LTV Steel de Mexico, Ltd. and LTV Walbridge Inc. and (b) any other
Subsidiary of LTV formed or acquired after the Issue Date whose activities are
limited to making and owning equity interests and other Investments in one or
more joint ventures and activities incidental thereto, including participation
in financing arrangements of such joint ventures (but in each case only for so
long as its activities are so limited), provided that (i) in the case of
clauses (a) and (b), the equity interests in any such joint venture are owned
by at least one other Person (other than LTV or any Affiliate of LTV) and (ii)
in the case of clause (b), the applicable assets are acquired by such
Subsidiary in connection with the formation of such joint venture.
"Voting Stock" of a corporation means all classes of Capital Stock of such
corporation then outstanding and normally entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof.
72
"Wholly Owned Subsidiary" means, at any time, a Restricted Subsidiary all
the Voting Stock of which (except directors qualifying shares) is at such time
owned, directly or indirectly, by LTV and its other Wholly Owned Subsidiaries.
73
Material United States Tax Consequences of the Exchange Offer
The exchange of old notes for new notes in the exchange offer will not
result in any United States federal income tax consequences to holders. When a
holder exchanges an old note for a new note in the exchange offer, the holder
will have the same adjusted basis and holding period in the new note as in the
old note immediately before the exchange.
Plan of Distribution
Each broker-dealer that receives new notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of new notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new notes received in exchange for old notes where old notes
were acquired as a result of market-making activities or other trading
activities. We have agreed that, for a period of 90 days after the expiration
date, we will make this prospectus, as amended or supplemented, available to
any broker-dealer for use in connection with any resale of new notes received
by it in exchange for old notes.
We will not receive any proceeds from any sale of new notes by
broker-dealers.
New notes received by broker-dealers for their own account in the exchange
offer may be sold from time to time in one or more transactions
o in the over-the-counter market
o in negotiated transactions
o through the writing of options on the new notes or
o a combination of those methods of resale
at market prices prevailing at the time of resale, at prices related to
prevailing market prices or negotiated prices.
Any resale may be made
o directly to purchasers or
o to or through brokers or dealers who may receive compensation in the
form of commissions or concessions from any broker-dealer or the
purchasers of any new notes.
Any broker-dealer that resells new notes that were received by it for its
own account in the exchange offer and any broker or dealer that participates in
a distribution of those new notes may be considered to be an "underwriter"
within the meaning of the Securities Act. Any profit on any resale of those new
notes and any commission or concessions received by any of those persons may be
considered to be underwriting compensation under the Securities Act. The letter
of transmittal states that, by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be considered to admit that
it is an "underwriter" within the meaning of the Securities Act.
74
Legal Matters
The validity of the new notes issued in this exchange offer will be passed
upon for us by Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York
10017.
Experts
The consolidated financial statements of The LTV Corporation, and the
financial statements of Trico Steel Company, L.L.C. as of December 31, 1999 and
1998 and for each of the three years in the period ended December 31, 1999, the
combined financial statements of Copperweld Corporation and Copperweld Canada
Inc. as of December 31, 1998 and 1997 and for each of the three years in the
period ended December 31, 1998, and the financial statements of Welded Tube Co.
of America as of June 30, 1999 and for the period from January 1, 1999 to June
30, 1999 and the period from July 1, 1998 to December 31, 1998, appearing in
The LTV Corporation's Annual Report (Form 10-K) for the year ended December 31,
1999, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
75
You should rely only on the information contained in this document or that
we have referred you to. We have not authorized anyone to provide you with
information that is different. We are not making an offer of these securities
in any state where the offer is not permitted. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front of those documents.
TABLE OF CONTENTS
Page
----
Prospectus Summary............................................................7
Risk Factors.................................................................14
Where You Can Find More Information..........................................21
Forward-Looking Statements...................................................22
Use of Proceeds..............................................................23
Unaudited Pro Forma Condensed Combined Statement of Operations...............24
Selected Combined Financial Information and Certain Operating Data of
Copperweld.................................................................26
The Exchange Offer...........................................................28
Description of Notes.........................................................36
Material United States Tax Consequences of the Exchange Offer................74
Plan of Distribution.........................................................74
Legal Matters................................................................75
Experts......................................................................75
$275,000,000
The LTV Corporation
11 3/4% Senior Exchange Notes
due 2009
PROSPECTUS
o, 2000
Part II
Information Not Required in Prospectus
Item 20. Indemnification of Directors and Officers
Section 102(b)(7) of the Delaware General Corporations Law ("Delaware
Law") permits a corporation to include in its certificate of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not eliminate or limit the
liability of a director for any breach of the director's duty of loyalty to the
corporation or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, for the
payment of unlawful dividends, or for any transaction from which the director
derived an improper personal benefit.
Section 145 of the Delaware Law permits a corporation to indemnify any of
its directors or officers who was or is a party, or is threatened to be made a
party to any third party proceeding by reason of the fact that such person is
or was a director or officer of the corporation, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reason to believe that such person's conduct was unlawful. In a derivative
action, i.e., one by or in the right of a corporation, the corporation is
permitted to indemnify directors and officers against expenses (including
attorneys' fees) actually and reasonably incurred by them in connection with
the defense or settlement of an action or suit if they acted in good faith and
in a manner that they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors or officers are fairly
and reasonably entitled to indemnity for such expenses despite such
adjudication of liability. A corporation may purchase indemnity insurance.
LTV's Amended and Restated Certificate of Incorporation provides in effect
for the indemnification by LTV of each director and officer of LTV to the
fullest extent permitted by applicable law.
Item 21. Exhibits
Exhibit
No. Document
- -------- --------
1.1** Registration Rights Agreement dated as of November 2, 1999 among
The LTV Corporation, the Subsidiary Guarantors and the Placement
Agents
3.1 Restated Certificate of Incorporation of LTV dated April 29, 1994 (1)
3.2 Amended and Restated By-Laws of LTV adopted on February 1, 1999 (1)
4.1 Indenture, dated as of November 5, 1999 between LTV and U.S. Bank
Trust National Association, as trustee (2)
4.2 Form of 11 3/4% Senior Note due 2009 of LTV (included in Exhibit 4.1)
4.3 Form of 11 3/4% Senior Exchange Note due 2009 of LTV (included in
Exhibit 4.1)
4.4** Supplemental Indenture, dated as of November 10, 1999 among the new
subsidiary guarantors, LTV and U.S. Bank Trust National Association,
as trustee
II-1
Exhibit
No. Document
- -------- --------
4.5* Second Supplemental Indenture, dated as of March 1, 2000 among LTV
Steel Mining Company (a subsidiary of LTV), LTV, on behalf of itself
and the Subsidiary Guarantors, and U.S. Bank Trust National
Association, as trustee
5.1** Opinion of Davis Polk & Wardwell regarding the validity of the new
notes being registered
12.1** Statement Re: Computation of Ratio of Earnings to Fixed Charges
21.1 Subsidiaries of LTV (1)
23.1** Consent of Davis Polk & Wardwell (contained in their opinion filed as
Exhibit 5.1 above)
23.2* Consent of Ernst & Young LLP
24.1** Power of Attorney for LTV
24.2** Powers of Attorney for the Subsidiary Guarantors
25.1** Statement of Eligibility and Qualification on Form T-1 under
the Trust Indenture Act of U.S. Bank Trust National Association,
as trustee
99.1** Form of Letter of Transmittal
99.2** Form of Notice of Guaranteed Delivery
99.3** Form of Letter to Nominees
99.4** Form of Letter to Clients
99.5** Form of Instructions to Registered Holder and/or Book-Entry
Transfer Participant from Owner
- ---------
* Filed herewith.
** Previously filed.
(1) Incorporated by reference to LTV's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on March 1, 2000
(2) Incorporated by reference to LTV's Quarterly Report on Form 10-Q for the
three months ended September 30, 1999, filed with the SEC on November 15,
1999
II-2
Item 22. Undertakings
(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provision, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the questions whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(c) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
(d) The undersigned Registrant hereby undertakes to supply by means of
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
Signatures
Pursuant to the requirements of the Securities Act, the undersigned
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cleveland,
Ohio, on the 20th day of March, 2000.
THE LTV CORPORATION
By: /s/ GLENN J. MORAN
-------------------------------
Glenn J. Moran
Senior Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * Chairman of the Board of Directors and Chief March 20, 2000
- ---------------------------------- Executive Officer
Peter Kelly
/s/ GLENN J. MORAN Senior Vice President, General Counsel and March 20, 2000
- ---------------------------------- Secretary
Glenn J. Moran
/s/ * Vice President and Controller March 20, 2000
- ----------------------------------
Eric W. Evans
/s/ * Vice President and Chief Financial Officer March 20, 2000
- ----------------------------------
George T. Henning
/s/ * Director March 20, 2000
- ----------------------------------
Colin C. Blaydon
/s/ * Director March 20, 2000
- ----------------------------------
William H. Bricker
/s/ * Director March 20, 2000
- ----------------------------------
John E. Jacob
/s/ * Director March 20, 2000
- ----------------------------------
Edward C. Joullian III
/s/ * Director March 20, 2000
- ----------------------------------
M. Thomas Moore
/s/ * Director March 20, 2000
- ----------------------------------
Vincent A. Sarni
/s/ * Director March 20, 2000
- ----------------------------------
Samuel K. Skinner
II-4
Signature Title Date
--------- ----- ----
/s/ * Director March 20, 2000
- ----------------------------------
Stephen B. Timbers
/s/ * Director March 20, 2000
- ----------------------------------
Farah M. Walters
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-5
Signatures
Pursuant to the requirements of the Securities Act, the co-registrants
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
VP BUILDINGS, INC.
VARCO PRUDEN INTERNATIONAL, INC.
By: /s/ *
------------------------------
George T. Henning
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President and Director March 20, 2000
- ---------------------------------
David M. Gilchrist, Jr.
/s/ * Vice President, Finance and Chief March 20, 2000
- --------------------------------- Financial Officer
Terry L. Finn
/s/ * Vice President and Controller March 20, 2000
- ---------------------------------
George T. Henning
/s/ * Director March 20, 2000
- ---------------------------------
J. Peter Kelly
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-6
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
UNITED PANEL, INC.
By: /s/ *
----------------------------------
George T. Henning
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President and Director March 20, 2000
- -----------------------------------
David M. Gilchrist, Jr.
/s/ * Senior Vice President, Administration March 20, 2000
- ----------------------------------- and Chief Financial Officer
William E. Andrews
/s/ * Vice President and Controller March 20, 2000
- -----------------------------------
George T. Henning
/s/ * Director March 20, 2000
- -----------------------------------
Richard J. Hipple
/s/ * Director March 20, 2000
- -----------------------------------
J. Peter Kelly
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-7
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
TRICO STEEL COMPANY, INC.
By: /s/ *
---------------------------------
James W. Mohr
Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * Chief Executive Officer and President March 20, 2000
- --------------------------------
Richard A. Veitch
/s/ * Vice President and Chief Financial Officer March 20, 2000
- --------------------------------
James W. Mohr
/s/ * Director March 20, 2000
- --------------------------------
James F. Haeck
/s/ * Director March 20, 2000
- --------------------------------
Richard J. Hipple
/s/ * Director March 20, 2000
- --------------------------------
J. Peter Kelly
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-8
Signatures
Pursuant to the requirements of the Securities Act, the co-registrants
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
LTV-COLUMBUS PROCESSING, INC.
LTV-WALBRIDGE, INC.
By: /s/ *
---------------------------------
George T. Henning
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President and Director March 20, 2000
- ----------------------------------
Richard J. Hipple
/s/ * Vice President and Treasurer March 20, 2000
- ----------------------------------
John C. Skurek
/s/ * Vice President and Controller March 20, 2000
- ----------------------------------
George T. Henning
/s/ * Director March 20, 2000
- ----------------------------------
J. Peter Kelly
/s/ * Vice President and Director March 20, 2000
- ----------------------------------
John C. Mang III
/s/ * Vice President and Director March 20, 2000
- ----------------------------------
Daniel J. Reynolds
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-9
Signatures
Pursuant to the requirements of the Securities Act, the co-registrants
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
ALIQUIPPA AND SOUTHERN RAILROAD COMPANY
CHICAGO SHORT LINE RAILWAY COMPANY
THE CUYAHOGA VALLEY RAILWAY COMPANY
THE MAHONING VALLEY RAILWAY COMPANY
THE MONONGAHELA CONNECTING RAILROAD
COMPANY; THE RIVER TERMINAL RAILWAY
COMPANY
By: /s/ *
-----------------------------------
Daniel P. Hennessy
President and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President and Director March 20, 2000
- ----------------------------------
Daniel P. Hennessy
/s/ * Treasurer and Controller March 20, 2000
- ----------------------------------
William Kuhn
/s/ * Director March 20, 2000
- ----------------------------------
George T. Henning
/s/ * Director March 20, 2000
- ----------------------------------
J. Peter Kelly
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-10
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
LTV STEEL COMPANY, INC.
By: /s/ GLENN J. MORAN
----------------------------------
Glenn J. Moran
Senior Vice President, General
Counsel, Secretary and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * Chairman, Chief Executive Officer March 20, 2000
- --------------------------------- and Director
J. Peter Kelly
/s/ * Vice President and Chief Financial March 20, 2000
- --------------------------------- Officer
George T. Henning
/s/ * Vice President and Controller March 20, 2000
- ---------------------------------
Eric W. Evans
/s/ GLENN J. MORAN Senior Vice President, General Counsel, March 20, 2000
- --------------------------------- Secretary and Director
Glenn J. Moran
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-11
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
LTV/EGL HOLDING COMPANY
By: /s/ *
----------------------------------
George T. Henning
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * Vice President and Director March 20, 2000
- ----------------------------------
Richard J. Hipple
/s/ * Vice President and Controller March 20, 2000
- ----------------------------------
George T. Henning
/s/ * Vice President and Treasurer March 20, 2000
- ----------------------------------
John C. Skurek
/s/ * Director March 20, 2000
- ----------------------------------
J. Peter Kelly
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-12
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
J&L EMPIRE, INC.
By: /s/ *
-------------------------------
John C. Skurek
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President and Director March 20, 2000
- ----------------------------------
Richard J. Hipple
/s/ * Vice President and Treasurer March 20, 2000
- ----------------------------------
John C. Skurek
/s/ * Controller March 20, 2000
- ----------------------------------
John T. Delmore
/s/ * Director March 20, 2000
- ----------------------------------
J. Peter Kelly
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-13
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
GEORGIA TUBING CORPORATION
By: /s/ GLENN J. MORAN
--------------------------------------
Glenn J. Moran
Vice President, Secretary and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * Chairman, President and Director March 20, 2000
- ----------------------------------
J. Peter Kelly
/s/ * Vice President and Treasurer March 20, 2000
- ----------------------------------
John C. Skurek
/s/ * Vice President, Controller and Director March 20, 2000
- ----------------------------------
George T. Henning
/s/ GLENN J. MORAN Vice President, Secretary and Director March 20, 2000
- ----------------------------------
Glenn J. Moran
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-14
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
REPUBLIC TECHNOLOGY CORPORATION
By: /s/ GLENN J. MORAN
----------------------------------
Glenn J. Moran
Vice President, Secretary and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * Vice President and Director March 20, 2000
- ----------------------------------
George T. Henning
/s/ GLENN J. MORAN Vice President, Secretary and Director March 20, 2000
- ----------------------------------
Glenn J. Moran
/s/ * Treasurer March 20, 2000
- ----------------------------------
John C. Skurek
/s/ * Assistant Controller March 20, 2000
- ----------------------------------
Will L. Kelly
/s/ * Director March 20, 2000
- ----------------------------------
J. Peter Kelly
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-15
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
NEMACOLIN MINES CORPORATION
By: /s/ GLENN J. MORAN
-----------------------------------
Glenn J. Moran
Vice President, Secretary and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President, Treasurer and Director March 20, 2000
- ----------------------------------
John C. Skurek
/s/ * Assistant Controller March 20, 2000
- ----------------------------------
John T. Delmore
/s/ * Assistant Controller March 20, 2000
- ----------------------------------
Will L. Kelly
/s/ GLENN J. MORAN Vice President, Secretary and Director March 20, 2000
- ----------------------------------
Glenn J. Moran
/s/ * Director March 20, 2000
- ----------------------------------
J. Peter Kelly
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-16
Signatures
Pursuant to the requirements of the Securities Act, the co-registrants
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
LTV STEEL de MEXICO, LTD.
LTV BLANKING CORPORATION
By: /s/ GLENN J. MORAN
--------------------------------------
Glenn J. Moran
Vice President, Secretary and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President and Director March 20, 2000
- -------------------------------------
J. Peter Kelly
/s/ * Vice President and Treasurer March 20, 2000
- -------------------------------------
John C. Skurek
/s/ * Controller March 20, 2000
- -------------------------------------
George T. Henning
/s/ GLENN J. MORAN Vice President, Secretary and Director March 20, 2000
- -------------------------------------
Glenn J. Moran
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-17
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
LTVGT, INC.
By: /s/ *
---------------------------------------
George T. Henning
Vice President, Controller and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President and Director March 20, 2000
- ----------------------------------
J. Peter Kelly
/s/ * Vice President and Treasurer March 20, 2000
- ----------------------------------
John C. Skurek
/s/ * Vice President, Controller and Director March 20, 2000
- ----------------------------------
George T. Henning
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-18
Signatures
Pursuant to the requirements of the Securities Act, the co-registrants
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
JALCITE I, INC.
JALCITE II, INC.
By: /s/ GLENN J. MORAN
--------------------------------------
Glenn J. Moran
Vice President, Secretary and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President and Director March 20, 2000
- ----------------------------------
Richard J. Hipple
/s/ * Vice President, Treasurer and March 20, 2000
- ---------------------------------- Director
John C. Skurek
/s/ * Controller and Director March 20, 2000
- ----------------------------------
George T. Henning
/s/ * Director March 20, 2000
- ----------------------------------
J. Peter Kelly
/s/ GLENN J. MORAN Vice President, Secretary and Director March 20, 2000
- ----------------------------------
Glenn J. Moran
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-19
Signatures
Pursuant to the requirements of the Securities Act, the co-registrants
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
ERIE B CORPORATION
YOUNGSTOWN ERIE CORPORATION
By: /s/ *
---------------------------------------
George T. Henning
Vice President, Controller and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President and Director March 20, 2000
- -------------------------------------
Richard J. Hipple
/s/ * Vice President and Treasurer March 20, 2000
- -------------------------------------
John C. Skurek
/s/ * Vice President, Controller and Director March 20, 2000
- -------------------------------------
George T. Henning
/s/ * Vice President and Director March 20, 2000
- -------------------------------------
J. Peter Kelly
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-20
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
FOX TRAIL, INC.
By: /s/ *
---------------------------------------
John C. Skurek
Vice President, Treasurer and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President and Director March 20, 2000
- ----------------------------------
J. Peter Kelly
/s/ * Vice President, Treasurer March 20, 2000
- ---------------------------------- and Director
John C. Skurek
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-21
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
LTV PICKLE, INC.
By: /s/ *
------------------------------------
George T. Henning
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President and Director March 20, 2000
- -----------------------------------
J. Peter Kelly
/s/ * Vice President, Treasurer March 20, 2000
- ----------------------------------- and Director
John C. Skurek
/s/ * Vice President and Controller March 20, 2000
- -----------------------------------
George T. Henning
/s/ * Vice President and Director March 20, 2000
- -----------------------------------
Richard J. Hipple
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-22
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
LTV INTERNATIONAL, INC.
By: /s/ *
-----------------------------------
George T. Henning
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President and Director March 20, 2000
- ----------------------------------
J. Peter Kelly
/s/ * Vice President, Treasurer March 20, 2000
- ---------------------------------- and Director
John C. Skurek
/s/ * Vice President and Controller March 20, 2000
- ----------------------------------
George T. Henning
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-23
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
ERIE I CORPORATION
By: /s/ *
----------------------------------------
George T. Henning
Vice President, Controller and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * Vice President, Controller and Director March 20, 2000
- ----------------------------------
George T. Henning
/s/ * Vice President and Director March 20, 2000
- ----------------------------------
Richard J. Hipple
/s/ * Vice President and Treasurer March 20, 2000
- ----------------------------------
John C. Skurek
/s/ * Vice President and Director March 20, 2000
- ----------------------------------
J. Peter Kelly
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-24
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
DEARBORN LEASING COMPANY
By: /s/ *
----------------------------------------
George T. Henning
Vice President, Controller and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President and Director March 20, 2000
- ----------------------------------
J. Peter Kelly
/s/ * Vice President and Treasurer March 20, 2000
- ----------------------------------
John C. Skurek
/s/ * Vice President, Controller and Director March 20, 2000
- ----------------------------------
George T. Henning
/s/ * Vice President and Director March 20, 2000
- ----------------------------------
Richard J. Hipple
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-25
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
LTV STEEL MINING COMPANY
By: ERIE B CORPORATION, YOUNGSTOWN ERIE
CORPORATION and ERIE I CORPORATION, each
as general partner of LTV STEEL MINING
COMPANY
By: /s/ *
----------------------------------------
George T. Henning
Vice President, Controller and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President and Director March 20, 2000
- ----------------------------------
Richard J. Hipple**
/s/ * Vice President and Director March 20, 2000
- ----------------------------------
Richard J. Hipple***
/s/ * Vice President and Treasurer March 20, 2000
- ----------------------------------
John C. Skurek
/s/ * Vice President, Controller and Director March 20, 2000
- ----------------------------------
George T. Henning
/s/ * Vice President and Director March 20, 2000
- ----------------------------------
J. Peter Kelly
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
** Richard J. Hipple is President and Director of Erie B Corporation and
Youngstown Erie Corporation
*** Richard J. Hipple is Vice President and Director of Erie I Corporation
II-26
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
LTV ELECTRO-GALVANIZING, INC.
By: /s/ *
----------------------------------------
George T. Henning
Vice President, Controller and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * Vice President, Controller and Director March 20, 2000
- ---------------------------------
George T. Henning
/s/ * Vice President and Director March 20, 2000
- ---------------------------------
Richard J. Hipple
/s/ * Vice President and Treasurer March 20, 2000
- ---------------------------------
John C. Skurek
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-27
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
COPPERWELD CORPORATION
By: /s/ GLENN J. MORAN
----------------------------
Glenn J. Moran
Vice President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * President, Chief Executive Officer and March 20, 2000
- ---------------------------------- Director
John D. Turner
/s/ * Executive Vice President, Chief Financial March 20, 2000
- ---------------------------------- Officer and Assistant Secretary
Douglas E. Young
/s/ * Assistant Controller March 20, 2000
- ----------------------------------
John T. Delmore
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-28
Signatures
Pursuant to the requirements of the Securities Act, the co-registrants
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
COPPERWELD BIMETALLIC PRODUCTS COMPANY
COPPERWELD EQUIPMENT COMPANY
COPPERWELD MARKETING & SALES COMPANY
COPPERWELD TUBING PRODUCTS COMPANY
MIAMI ACQUISITION CORPORATION
METALLON MATERIALS ACQUISITION CORPORATION
TAC ACQUISITION CORPORATION
By: /s/ GLENN J. MORAN
--------------------------------------
Glenn J. Moran
Vice President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * Chairman of the Board, President and March 20, 2000
- ---------------------------------- Director
John D. Turner
/s/ * Vice President and Treasurer March 20, 2000
- ----------------------------------
John C. Skurek
/s/ * Assistant Controller March 20, 2000
- ----------------------------------
John T. Delmore
/s/ * Executive Vice President, Assistant March 20, 2000
- ---------------------------------- Secretary and Director
Douglas E. Young
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-29
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
SOUTHERN CROSS INVESTMENT COMPANY
By: /s/ GLENN J. MORAN
-----------------------------------
Glenn J. Moran
Vice President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * Chairman of the Board, Chief Executive March 20, 2000
- ------------------------------------- Officer and Director
John D. Turner
/s/ * Vice President and Treasurer March 20, 2000
- -------------------------------------
John C. Skurek
/s/ * Assistant Controller March 20, 2000
- -------------------------------------
John T. Delmore
/s/ * Vice President, Assistant March 20, 2000
- ------------------------------------- Secretary and Director
Douglas E. Young
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-30
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
WELDED TUBE CO. OF AMERICA
By: /s/ *
--------------------------------------
George T. Henning
Vice President, Chief Financial Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * Chairman of the Board and Director March 20, 2000
- -------------------------------------
J. Peter Kelly
/s/ * Vice President, Chief Financial Officer March 20, 2000
- ------------------------------------- and Director
George T. Henning
/s/ * Controller March 20, 2000
- -------------------------------------
Eric W. Evans
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-31
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, Ohio, on the
20th day of March, 2000.
WELDED TUBE HOLDINGS, INC.
By: /s/ GLENN J. MORAN
----------------------------------
Glenn J. Moran
Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ * Director March 20, 2000
- ---------------------------------------
George T. Henning
/s/ * Director March 20, 2000
- ---------------------------------------
J. Peter Kelly
/s/ GLENN J. MORAN Director March 20, 2000
- ---------------------------------------
Glenn J. Moran
*By: /s/ GLENN J. MORAN
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
II-32
EXHIBIT INDEX
Exhibit
No. Document
- ------- --------
1.1** Registration Rights Agreement dated as of November 2, 1999 among
The LTV Corporation, the Subsidiary Guarantors and the Placement
Agents
3.1 Restated Certificate of Incorporation of LTV dated April 29,
1994(1)
3.2 Amended and Restated By-Laws of LTV adopted on February 1, 1999(1)
4.1 Indenture, dated as of November 5, 1999 between LTV and U.S. Bank
Trust National Association, as trustee(2)
4.2 Form of 11 3/4% Senior Note due 2009 of LTV (included in Exhibit 4.1)
4.3 Form of 11 3/4% Senior Exchange Note due 2009 of LTV
(included in Exhibit 4.1)
4.4** Supplemental Indenture, dated as of November 10, 1999 among the new
subsidiary guarantors, LTV and U.S. Bank Trust National Association,
as trustee
4.5* Second Supplemental Indenture, dated as of March 1, 2000 among LTV
Steel Mining Company (a subsidiary of LTV), LTV, on behalf of itself
and the Subsidiary Guarantors, and U.S. Bank Trust National
Association, as trustee
5.1** Opinion of Davis Polk & Wardwell regarding the validity of the new
notes being registered
12.1** Statement Re: Computation of Ratio of Earnings to Fixed Charges
21.1 Subsidiaries of LTV(1)
23.1** Consent of Davis Polk & Wardwell (contained in their opinion filed
as Exhibit 5.1 above)
23.2* Consent of Ernst & Young LLP
24.1** Power of Attorney for LTV
24.2** Powers of Attorney for the Subsidiary Guarantors
25.1** Statement of Eligibility and Qualification on Form T-1 under the
Trust Indenture Act of U.S. Bank Trust National Association,
as trustee
99.1** Form of Letter of Transmittal
99.2** Form of Notice of Guaranteed Delivery
99.3** Form of Letter to Nominees
99.4** Form of Letter to Clients
99.5** Form of Instructions to Registered Holder and/or Book-Entry
Transfer Participant from Owner
* Filed herewith.
** Previously filed.
E-1
(1) incorporated by reference to LTV's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on March 1, 2000
(2) incorporated by reference to LTV's Quarterly Report on Form 10-Q for the
three months ended September 30, 1999, filed with the SEC on November 15, 1999
E-2