As filed with the Securities and Exchange Commission on March 29, 2000
Registration No. 333-93903
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Amendment No. 3 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 (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
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 Amount of
Title of Each Class Amount to be Offering Price Aggregate Registration Fee
of Securities to be Registered Registered Per Unit (1) Offering Price (1) (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
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
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
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 purpose of this Amendment No. 3 is solely to file certain exhibits to the
Registration Statement as set forth in Item 21 of Part II.
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)
II-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.
(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 29th 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 29, 2000
- --------------------------------------- Executive Officer
Peter Kelly
/s/ GLENN J. MORAN Senior Vice President, General Counsel and March 29, 2000
- --------------------------------------- Secretary
Glenn J. Moran
/s/ * Vice President and Controller March 29, 2000
- ---------------------------------------
Eric W. Evans
/s/ * Vice President and Chief Financial Officer March 29, 2000
- ---------------------------------------
George T. Henning
/s/ * Director March 29, 2000
- ---------------------------------------
Colin C. Blaydon
/s/ * Director March 29, 2000
- ---------------------------------------
William H. Bricker
/s/ * Director March 29, 2000
- ---------------------------------------
John E. Jacob
/s/ * Director March 29, 2000
- ---------------------------------------
Edward C. Joullian III
/s/ * Director March 29, 2000
- ---------------------------------------
M. Thomas Moore
/s/ * Director March 29, 2000
- ---------------------------------------
Vincent A. Sarni
/s/ * Director March 29, 2000
- ---------------------------------------
Samuel K. Skinner
II-4
/s/ * Director March 29, 2000
- ---------------------------------------
Stephen B. Timbers
/s/ * Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
David M. Gilchrist, Jr.
/s/ * Vice President, Finance and Chief March 29, 2000
- ---------------------------------------- Financial Officer
Terry L. Finn
/s/ * Vice President and Controller March 29, 2000
- ----------------------------------------
George T. Henning
/s/ * Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
David M. Gilchrist, Jr.
/s/ * Senior Vice President, Administration March 29, 2000
- ---------------------------------------- and Chief Financial Officer
William E. Andrews
/s/ * Vice President and Controller March 29, 2000
- ----------------------------------------
George T. Henning
/s/ * Director March 29, 2000
- ----------------------------------------
Richard J. Hipple
/s/ * Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
Richard A. Veitch
/s/ * Vice President and Chief Financial Officer March 29, 2000
- ----------------------------------------
James W. Mohr
/s/ * Director March 29, 2000
- ----------------------------------------
James F. Haeck
/s/ * Director March 29, 2000
- ----------------------------------------
Richard J. Hipple
/s/ * Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
Richard J. Hipple
/s/ * Vice President and Treasurer March 29, 2000
- ----------------------------------------
John C. Skurek
/s/ * Vice President and Controller March 29, 2000
- ----------------------------------------
George T. Henning
/s/ * Director March 29, 2000
- ----------------------------------------
J. Peter Kelly
/s/ * Vice President and Director March 29, 2000
- ----------------------------------------
John C. Mang III
/s/ * Vice President and Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
Daniel P. Hennessy
/s/ * Treasurer and Controller March 29, 2000
- ----------------------------------------
William Kuhn
/s/ * Director March 29, 2000
- ----------------------------------------
George T. Henning
/s/ * Director March 29, 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
29th 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 29, 2000
- ---------------------------------------- and Director
J. Peter Kelly
/s/ * Vice President and Chief Financial March 29, 2000
- ---------------------------------------- Officer
George T. Henning
/s/ * Vice President and Controller March 29, 2000
- ----------------------------------------
Eric W. Evans
/s/ GLENN J. MORAN Senior Vice President, General Counsel, March 29, 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
29th 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 29, 2000
- ----------------------------------------
Richard J. Hipple
/s/ * Vice President and Controller March 29, 2000
- ----------------------------------------
George T. Henning
/s/ * Vice President and Treasurer March 29, 2000
- ----------------------------------------
John C. Skurek
/s/ * Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
Richard J. Hipple
/s/ * Vice President and Treasurer March 29, 2000
- ----------------------------------------
John C. Skurek
/s/ * Controller March 29, 2000
- ----------------------------------------
John T. Delmore
/s/ * Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
J. Peter Kelly
/s/ * Vice President and Treasurer March 29, 2000
- ----------------------------------------
John C. Skurek
/s/ * Vice President, Controller and Director March 29, 2000
- ----------------------------------------
George T. Henning
/s/ GLENN J. MORAN Vice President, Secretary and Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
George T. Henning
/s/ GLENN J. MORAN Vice President, Secretary and Director March 29, 2000
- ----------------------------------------
Glenn J. Moran
/s/ * Treasurer March 29, 2000
- ----------------------------------------
John C. Skurek
/s/ * Assistant Controller March 29, 2000
- ----------------------------------------
Will L. Kelly
/s/ * Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
John C. Skurek
/s/ * Assistant Controller March 29, 2000
- ----------------------------------------
John T. Delmore
/s/ * Assistant Controller March 29, 2000
- ----------------------------------------
Will L. Kelly
/s/ GLENN J. MORAN Vice President, Secretary and Director March 29, 2000
- ----------------------------------------
Glenn J. Moran
/s/ * Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
J. Peter Kelly
/s/ * Vice President and Treasurer March 29, 2000
- ----------------------------------------
John C. Skurek
/s/ * Controller March 29, 2000
- ----------------------------------------
George T. Henning
/s/ GLENN J. MORAN Vice President, Secretary and Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
J. Peter Kelly
/s/ * Vice President and Treasurer March 29, 2000
- ----------------------------------------
John C. Skurek
/s/ * Vice President, Controller and Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
Richard J. Hipple
/s/ * Vice President, Treasurer and March 29, 2000
- ----------------------------------------
John C. Skurek Director
/s/ * Controller and Director March 29, 2000
- ----------------------------------------
George T. Henning
/s/ * Director March 29, 2000
- ----------------------------------------
J. Peter Kelly
/s/ GLENN J. MORAN Vice President, Secretary and Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
Richard J. Hipple
/s/ * Vice President and Treasurer March 29, 2000
- ----------------------------------------
John C. Skurek
/s/ * Vice President, Controller and Director March 29, 2000
- ----------------------------------------
George T. Henning
/s/ * Vice President and Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
J. Peter Kelly
/s/ * Vice President, Treasurer March 29, 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
29th 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 29, 2000
- ----------------------------------------
J. Peter Kelly
/s/ * Vice President, Treasurer March 29, 2000
- ---------------------------------------- and Director
John C. Skurek
/s/ * Vice President and Controller March 29, 2000
- ----------------------------------------
George T. Henning
/s/ * Vice President and Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
J. Peter Kelly
/s/ * Vice President, Treasurer March 29, 2000
- ---------------------------------------- and Director
John C. Skurek
/s/ * Vice President and Controller March 29, 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
29th 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 29, 2000
- ----------------------------------------
George T. Henning
/s/ * Vice President and Director March 29, 2000
- ----------------------------------------
Richard J. Hipple
/s/ * Vice President and Treasurer March 29, 2000
- ----------------------------------------
John C. Skurek
/s/ * Vice President and Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
J. Peter Kelly
/s/ * Vice President and Treasurer March 29, 2000
- ----------------------------------------
John C. Skurek
/s/ * Vice President, Controller and Director March 29, 2000
- ----------------------------------------
George T. Henning
/s/ * Vice President and Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
Richard J. Hipple**
/s/ * Vice President and Director March 29, 2000
- ----------------------------------------
Richard J. Hipple***
/s/ * Vice President and Treasurer March 29, 2000
- ----------------------------------------
John C. Skurek
/s/ * Vice President, Controller and Director March 29, 2000
- ----------------------------------------
George T. Henning
/s/ * Vice President and Director March 29, 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
29th 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 29, 2000
- ----------------------------------------
George T. Henning
/s/ * Vice President and Director March 29, 2000
- ----------------------------------------
Richard J. Hipple
/s/ * Vice President and Treasurer March 29, 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
29th 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 29, 2000
- ----------------------------------------
John D. Turner Director
/s/ * Executive Vice President, Chief Financial March 29, 2000
- ----------------------------------------
Douglas E. Young Officer and Assistant Secretary
/s/ * Assistant Controller March 29, 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
29th 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 29, 2000
- ---------------------------------------- Director
John D. Turner
/s/ * Vice President and Treasurer March 29, 2000
- ----------------------------------------
John C. Skurek
/s/ * Assistant Controller March 29, 2000
- ----------------------------------------
John T. Delmore
/s/ * Executive Vice President, Assistant March 29, 2000
- ----------------------------------------
Douglas E. Young Secretary and Director
* 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
29th 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 29, 2000
- ---------------------------------------- Officer and Director
John D. Turner
/s/ * Vice President and Treasurer March 29, 2000
- ----------------------------------------
John C. Skurek
/s/ * Assistant Controller March 29, 2000
- ----------------------------------------
John T. Delmore
/s/ * Vice President, Assistant March 29, 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
29th 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 29, 2000
- ----------------------------------------
J. Peter Kelly
/s/ * Vice President, Chief Financial Officer March 29, 2000
- ---------------------------------------- and Director
George T. Henning
/s/ * Controller March 29, 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
29th 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 29, 2000
- ----------------------------------------
George T. Henning
/s/ * Director March 29, 2000
- ----------------------------------------
J. Peter Kelly
/s/ GLENN J. MORAN Director March 29, 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
E-1
* 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
E-2