<PAGE> 1
As filed with the Securities and Exchange Commission on July 28,1995
Registration No. 33 - ______
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
THE LTV CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 331 75-1070950
(State or other jurisdiction of (Primary standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
25 West Prospect Avenue
Cleveland, Ohio 44115
(216)622-5000
(Address and telephone number of registrant's principal executive offices)
THE LTV CORPORATION
NON-QUALIFIED STOCK OPTION PLAN FOR CERTAIN KEY EXECUTIVES OF CONTINENTAL
EMSCO COMPANY
(Full title of the plan)
Glenn J. Moran, Esquire
Senior Vice President, General Counsel and Secretary
The LTV Corporation
25 West Prospect Avenue
Cleveland, Ohio 44115
(216)622-5000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of each class of to be price per offering registration
Securities to be registered registered(1) share price fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.50 per share 75,000 $15.375 $1,153,125 $397.63
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus an indeterminate number of additional shares which may be offered
and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
<PAGE> 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The LTV Corporation ("LTV" or the "Company") hereby incorporates, or
will be deemed to have incorporated, herein by reference the following
documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
(2) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1994;
(3) The description of the Company's Common Stock contained in the
Company's most recent Exchange Act registration statement,
including any amendment thereto or report filed for the
purpose of updating such description; and
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment which
indicates that all securities offered herein have been sold or
which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a
part hereof from the respective date of filing of each such
document.
INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock will be passed upon for the Company by
Glenn J. Moran, Senior Vice President, General Counsel and Secretary of the
Company.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article Eighth ("Article Eighth") of LTV's Certificate of Incorporation
(the "LTV Certificate") limits the scope of personal liability of LTV's
directors to LTV or its stockholders for monetary damages for breach of
fiduciary duty as a director and defines the rights of LTV directors and
officers to indemnification by LTV in the event of personal liability or
expenses incurred by them as a result of certain litigation against them. Set
forth below is a description of Article Eighth.
Elimination of Liability in Certain Circumstances; Indemnification and
Insurance
The Delaware General Corporation Law (the "GCL") empowers LTV to
indemnify subject to the standards therein prescribed, any person in connection
with any action, suit or proceeding brought or threatened by reason of the fact
that such person is or was a director, officer, employee or agent of LTV or is
or was serving as such with respect to another corporation or other entity at
the request of LTV. Article Eighth of the LTV Certificate requires LTV to
indemnify directors and officers, or any other person with such right as may be
determined by LTV, to the fullest extent permitted by the GCL.
In addition, the GCL authorizes corporations to limit or eliminate the
personal liability of directors to corporations and their stockholders for
monetary damages for breach of directors' fiduciary duty of care. Article Eighth
of the LTV Certificate limits the liability of the directors to LTV or its
stockholders (in their capacity as directors but not in their capacity as
officers) to the fullest extent permitted by the GCL. Specifically, directors of
LTV will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except, as provided in the GCL, for
- 2 -
<PAGE> 3
liability (a) for any breach of the director's duty of loyalty to LTV or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) for unlawful payments
of dividends or unlawful stock repurchases or redemptions, or (d) for any
transaction from which the director derived an improper personal benefit.
The directors and officers of LTV, and certain other employees or
agents as determined by LTV, are covered by insurance, indemnifying them against
certain civil liabilities, including liabilities under the Federal securities
laws, which might be incurred by them in such capacity.
The directors and officers of LTV and other employees or agents of LTV
are also covered by insurance indemnifying them against liabilities relating to
a breach of fiduciary duties imposed by the Employee Retirement Income Security
Act of 1974.
EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement:
<TABLE>
<CAPTION>
Exhibit
No, Exhibit
- ------- -------
<S> <C>
4.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (Registration No. 33-50217))
4.2 By-Laws (incorporated by reference to Exhibit (28)(a)-(3) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1992)
4.3 The LTV Corporation Non-Qualified Stock Option Plan For Certain Key Employees of Continental Emsco Company
4.4 Form of Option Agreement
5 Opinion of Glenn J. Moran (legality)
23(a) Consent of Ernst & Young LLP, independent auditors
23(b) Consent of Glenn J. Moran (included in Exhibit 5)
25 Powers of Attorney (included on page 5)
</TABLE>
UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
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<PAGE> 4
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15 (d)
of the Exchange Act that are incorporated by reference in the
registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's Annual Report pursuant to Section 15(d) of the Exchange
Act) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the registrant's certificate of
incorporation or the Delaware General Corporation Law, 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 such a
claim for indemnification (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 question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on the 28th day of
July 1995.
THE LTV CORPORATION
By: /s/ DAVID H. HOAG
----------------------------------
DAVID H. HOAG
CHAIRMAN, PRESIDENT, CHIEF
EXECUTIVE OFFICER AND DIRECTOR
POWER OF ATTORNEY
We, the undersigned directors and officers of The LTV Corporation and
each of us, do hereby constitute and appoint Arthur W. Huge and Glenn J. Moran,
or either of them, our true and lawful attorneys and agents, each with the
power of substitution, to do any and all acts and things in our name and behalf
in our capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated above, which
said attorneys and agents, or either of them, may deem necessary or advisable
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations, and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement, including
specifically but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto; and we do hereby ratify and
confirm all that the said attorneys and agents, or their substitute or
substitutes, or either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ DAVID H. HOAG Chairman, President, Chief July 28, 1995
- ---------------------------------- Executive Officer and Director
(David H. Hoag) (Principal Executive Officer)
/s/ ARTHUR W. HUGE Senior Vice President, July 28, 1995
- ---------------------------------- Chief Financial Officer
(Arthur W. Huge) (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
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<PAGE> 6
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ EDGAR L. BALL Director July 28, 1995
- ----------------------------------
(Edgar L. Ball)
/s/ DR. COLIN C. BLAYDON Director July 28, 1995
- ----------------------------------
(Dr. Colin C. Blaydon)
/s/ WILLIAM H. BRICKER Director July 28, 1995
- ----------------------------------
(William H. Bricker)
/s/ JOHN C. EVANS Director July 28, 1995
- ----------------------------------
(John C. Evans)
/s/ JOHN E. JACOB Director July 28, l995
- ----------------------------------
(John E. Jacob)
/s/ EDWARD C. JOULLIAN, III Director July 28, 1995
- ----------------------------------
(Edward C. Joullian, III)
/s/ M. THOMAS MOORE Director July 28, 1995
- ----------------------------------
(M. Thomas Moore)
/s/ HAROLD A. POLING Director July 28, 1995
- ----------------------------------
(Harold A. Poling)
/s/ VINCENT A. SARNI Director July 28, 1995
- ----------------------------------
(Vincent A. Sarni)
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ SAMUEL K. SKINNER Director July 28, 1995
- ----------------------------------
(Samuel K. Skinner)
/s/ DR. PAUL G. STERN Director July 28, 1995
- ----------------------------------
(Dr. Paul G. Stern)
/s/ STEPHEN B. TIMBERS Director July 28, 1995
- ----------------------------------
(Stephen B. Timbers)
/s/ FARAH M. WALTERS Director July 28, 1995
- ----------------------------------
(Farah M. Walters)
</TABLE>
- 7 -
<PAGE> 1
THE LTV CORPORATION
NON-QUALIFIED STOCK OPTION PLAN FOR CERTAIN KEY EMPLOYEES
OF CONTINENTAL EMSCO COMPANY
<PAGE> 2
THE LTV CORPORATION
NON-QUALIFIED STOCK OPTION PLAN FOR CERTAIN KEY EMPLOYEES
OF CONTINENTAL EMSCO COMPANY
TABLE OF CONTENTS
PAGE
ARTICLE 1--PURPOSE AND DEFINITIONS
Section 1.1 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2 Definitions and Usage . . . . . . . . . . . . . . . . . . . 1
ARTICLE II--STOCK SUBJECT TO THE PLAN
Section 2.1 Stock Subject to Plan . . . . . . . . . . . . . . . . . . . 2
Section 2.2 Unused and Reacquired Shares . . . . . . . . . . . . . . . 2
Section 2.3 Other Adjustment . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III--GRANTS OF STOCK OPTIONS
Section 3.1 Eligibility . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.2 Stock Options . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE IV--ADMINISTRATION, GENERAL PROVISIONS
Section 4.1 Administration . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.2 Authority of the Committee . . . . . . . . . . . . . . . . 6
Section 4.3 Amendments and Termination . . . . . . . . . . . . . . . . 7
Section 4.4 Unfunded Status of Plan . . . . . . . . . . . . . . . . . . 7
Section 4.5 General Provisions . . . . . . . . . . . . . . . . . . . . 8
Section 4.6 Effective Date of Plan . . . . . . . . . . . . . . . . . . 10
Section 4.7 Proceeds and Expenses . . . . . . . . . . . . . . . . . . . 10
Section 4.8 Severability . . . . . . . . . . . . . . . . . . . . . . . 10
<PAGE> 3
THE LTV CORPORATION
NON-QUALIFIED STOCK OPTION PLAN FOR CERTAIN KEY EMPLOYEES
OF CONTINENTAL EMSCO COMPANY
ARTICLE I
PURPOSE AND DEFINITIONS
SECTION 1.1 PURPOSE. The name of this plan is The LTV Corporation
Non-Qualified Stock Option Plan for Certain Key Employees of Continental Emsco
Company (the "Plan"). The purpose of the Plan is to promote ownership and
holding of Company stock by certain key employees of Continental Emsco Company
and to enable Continental Emsco to retain and motivate key employees by sharing
in the growth of the value of the Company.
SECTION 1.2 DEFINITIONS AND USAGE. For the purposes of the Plan, the
following terms shall be defined as set forth below:
"Closing Date" means the closing date under the Stock Purchase
Agreement By and Between The LTV Corporation, as Seller, and CE Holdings, Inc.,
as Purchaser, Dated as of July 18, 1995.
"Committee" means the Compensation and Organization Committee of the
Board, or any subcommittee thereof established by the Board.
"Company" means The LTV Corporation, a corporation organized under the
laws of the State of Delaware, or any successor organization.
"Continental Emsco" means Continental Emsco Company, a corporation
organized under the laws of the State of Delaware, or any successor
organization.
<PAGE> 4
"Optionee" means an employee to whom an Option is granted pursuant to
the Plan.
"Plan" means the LTV Corporation Non-Qualified Stock Option Plan for
Certain Key Employees of Continental Emsco Company, as hereinafter amended from
time to time.
"Stock" means the common stock, $0.50 par value per share, of the
Company.
"Stock Option" or "Option" means any option to purchase shares of Stock
granted pursuant to Section 3.2 below. Each Stock Option is intended not to
qualify as an "Incentive Stock Option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended from time to time.
ARTICLE II STOCK
SUBJECT TO THE PLAN
SECTION 2.1 STOCK SUBJECT TO PLAN. The Stock to be subject to
Options under the Plan may be either authorized and unissued or held in the
treasury of the Company. The maximum number of shares of Stock authorized with
respect to the grant of Options under the Plan, subject to adjustment in
accordance with Section 2.3 below, shall be ___________ thousand (____________).
SECTION 2.2 UNUSED AND REACQUIRED SHARES. The shares related to the
unexercised portion of any terminated or expired Option under the Plan shall
not be made available for future grants under the Plan.
2
<PAGE> 5
SECTION 2.3 OTHER ADJUSTMENT. In the event of any merger,
reorganization, consolidation, recapitalization, Stock dividend, or other
change in corporate structure affecting the Stock, the Committee shall take any
action, which, in its discretion, it deems necessary to preserve benefits to
Optionees in this Plan to include, without limitation, substitution or
adjustment in the aggregate number of shares reserved for issuance under the
Plan, in the number and option price of shares subject to outstanding Options
granted under the Plan, or substitution of property or other securities for
Stock Options under this Plan.
ARTICLE III
GRANTS OF STOCK OPTIONS
SECTION 3.1 ELIGIBILITY. Officers and other key employees of the
Company or Continental Emsco who were previously granted stock options ("ISOP
Options") under the Interim Stock Option Program of the Company's Management
Incentive Program, who are employed by Continental Emsco on the Closing Date
and who, on or before the thirtieth day after the Closing Date surrender their
ISOP Options to the Company for cancellation are eligible to be granted Stock
Options under the Plan.
SECTION 3.2 STOCK OPTIONS. Each person eligible pursuant to Section
3.1 shall be granted a Stock Option under the Plan covering the same number of
shares of stock as is covered by the ISOP Options surrendered by such Person to
the Company pursuant to such Section 3.1. Any Stock Option granted under the
Plan shall be in such form as the Committee may from time to time approve.
3
<PAGE> 6
Options granted under the Plan shall be subject to the following terms
and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem
appropriate:
(a) OPTION PRICE. The option price per share of Stock
purchasable under a Stock Option shall be equal to the price of the
corresponding share of Stock purchasable under the ISOP Option surrendered by
the Optionee.
(b) OPTION TERM. The term of each Stock Option shall be
until the second anniversary of the Closing Date.
(c) EXERCISABILITY. Stock Options shall be exercisable
subject to such terms and conditions as shall be determined by the Committee at
or after grant, provided that each Stock Option may be exercised during its
terms in whole or in part at any time after grant, and shall be fully vested.
(d) NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution, and all Stock Options shall be exercisable, during the
Optionee's lifetime, only by the Optionee. In the event of the death of an
Optionee, any Stock Option held by such Optionee may thereafter be exercised
during its term by the legal representative of the estate or by a legatee of
the Optionee under the Will of the Optionee.
(e) EXERCISE OF STOCK OPTIONS. An Optionee may exercise a
Stock Option in whole or in part at any time and from time to time during the
period within which a Stock Option may be exercised. To exercise a Stock
Option, an Optionee shall give
4
<PAGE> 7
written notice of exercise to the secretary of the Company specifying the
number of shares of Stock to be purchased; and provide payment of the Option
price for such shares of Stock by cash or check payable to the order of the
Company, by Stock owned by the Optionee or by sale of shares of Stock acquired
in the exercise of a Stock Option (to the extent such cashless exercise is
permitted under rules promulgated by the Committee), or any combination of
Stock and cash or check.
An Optionee shall be treated for all purposes as the owner of record
of the number of shares of Stock purchased pursuant to exercise of the Stock
Option (in whole or in part) as of the date the conditions set forth in
preceding paragraph are satisfied. Notwithstanding the foregoing, no exercise
of a Stock Option shall be effective until the shares of Stock subject to this
Plan have been registered or qualified for sale under applicable federal and
state securities laws.
Upon the effective exercise of a Stock Option (in whole or in part) in
accordance with Subsection (f), the Committee shall deliver to the Optionee the
number of shares of Stock for which the Stock Option is exercised, adjusted for
any shares of Stock sold or withheld in connection with such exercise.
(f) CASH-OUT OF OPTION. On receipt of written notice to
exercise, the Committee may, in its sole discretion, elect to cash out all or
part of the portion of the Option(s) to be exercised by paying the Optionee an
amount, in cash or Stock, equal to the excess of the Fair Market Value of the
Stock over
5
<PAGE> 8
the option price (the "Spread Value") on the effective date of such cash-out.
ARTICLE IV
ADMINISTRATION, GENERAL PROVISIONS
SECTION 4.1 ADMINISTRATION. The Plan shall be administered by the
Committee.
SECTION 4.2 AUTHORITY OF THE COMMITTEE. The Committee shall have the
authority to:
(a) select the officers and other key employees of the Company or
Continental Emsco to whom Stock Options may from time to time
be granted hereunder, subject to Section 3.1 hereof;
(b) grant to eligible employees, pursuant to the terms of the
Plan, Stock Options hereunder, and determine the conditions,
restrictions, and procedures to be applied to each such
Option;
(c) determine the terms and conditions, not inconsistent with the
terms of the Plan of any Stock Option granted hereunder, based
on such factors as the Committee shall determine, in its sole
discretion;
(d) take such action as it deems appropriate to comply with the
provisions of applicable laws;
(e) amend the terms of any Stock Option granted hereunder,
prospectively or retroactively; provided, however, that any
such amendment must be consistent with the provisions of this
Plan, and no such amendment shall impair the rights of an
Optionee with respect to any
6
<PAGE> 9
outstanding Stock Option under the Plan without his consent;
(f) interpret the terms and provisions of this Plan and any Stock
Option granted hereunder (and any agreements relating
thereto), and otherwise settle all claims and disputes arising
under this Plan;
(g) delegate responsibility and authority for the operation and
administration of the Plan, appoint employees and officers of
the Company to act on its behalf, and employ persons to assist
in fulfilling its responsibilities under the Plan; and
(h) adopt, alter and repeal such administrative rules, guidelines
and practices governing the Plan as it shall, from time to
time, deem advisable, and otherwise supervise the
administration of this Plan.
All decisions made by the Committee pursuant to the provisions of the
Plan shall be final and binding on all persons, including the Company and
Optionees.
The Committee may make decisions to take action under this Plan only
by majority action of all Committee members. The Committee may act without a
meeting only by written instrument signed by all members of the Committee.
SECTION 4.3 AMENDMENTS AND TERMINATION. The Board may amend, alter
or discontinue the Plan at any time and from time to time, but no amendment,
alteration, or discontinuation shall be made which would impair the rights of
an Optionee under the Plan, without the Optionee's consent.
7
<PAGE> 10
SECTION 4.4 UNFUNDED STATUS OF PLAN. The Plan is intended to
constitute an "unfunded" plan for incentive compensation. With respect to any
payments not yet made to an Optionee by the Company, nothing contained herein
shall give any such Optionee any rights that are greater than those of a
general creditor of the Company.
SECTION 4.5 GENERAL PROVISIONS.
(a) The Committee may require each person purchasing shares
pursuant to a Stock Option under the Plan to represent to and
agree with the Company in writing that the Optionee is
acquiring the shares without a view to distribution thereof.
The certificates for such shares may include any legend which
the Committee deems appropriate to reflect any restrictions on
transfer. All certificates for shares of Stock or other
securities delivered under the Plan, shall be subject to such
stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other
requirements of any stock exchange upon which the Stock is
then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such
restrictions.
(b) Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements,
subject to stockholder approval if such
8
<PAGE> 11
approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.
(c) The adoption of the Plan shall not confer upon any employee
of the Company or Continental Emsco any right to continued
employment with the Company or Continental Emsco as the case
may be, nor shall it interfere in any way with the right of
the Company or Continental Emsco to terminate the employment
of any of its employees at any time.
(d) No later than the date of which an amount first becomes
includible in the gross income of the Optionee for applicable
income tax purposes with respect to any Stock Option under the
Plan, the Optionee shall pay to the Company, or make
arrangements satisfactory to the Committee regarding the
payment of, any Federal, state, or local taxes of any kind
required by law to be withheld with respect to such amount.
Unless otherwise determined by the Committee, the minimum
required withholding obligations may be settled with Stock.
The obligations of the Company under the Plan shall be
conditional on such payment or arrangements and the Company
shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise
due to the Optionee.
(e) The Plan and all awards made and actions taken thereunder
shall be governed by and construed in
9
<PAGE> 12
accordance with the laws of the State of Ohio, to the extent not
preempted by federal law.
SECTION 4.6 EFFECTIVE DATE OF PLAN. This Plan shall be effective on
the Closing Date.
SECTION 4.7 PROCEEDS AND EXPENSES. The proceeds received by the
Company from the sale of shares of Stock pursuant to the exercise of Stock
Options shall be used for general corporate purposes. The Company shall bear
any expenses associated with the administration of this Plan.
SECTION 4.8 SEVERABILITY. If any provision of this Plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining provisions of this Plan, but this Plan shall be construed
and enforced as if such illegal or invalid provision had never been included
herein.
The undersigned, pursuant to the approval of the Board on June 23, 1995
does herewith execute The LTV Corporation Non-Qualified Stock Option Plan for
Certain Key Employees of Continental Emsco Company.
ATTEST THE LTV CORPORATION
_____________________________ By:_____________________________
Assistant Secretary General Manager,
Human Resources
10
<PAGE> 1
THE LTV CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR CERTAIN KEY EMPLOYEES OF
CONTINENTAL EMSCO COMPANY
This AGREEMENT is entered into effective as of the ____ day of
_____________, 1995 by and between The LTV Corporation (the "Company") and
_______________________ (the "Optionee"). This Agreement is made pursuant to
The LTV Corporation Non-Qualified Stock Option Plan for Certain Key Employees
of Continental Emsco Company (the "Plan"). Capitalized terms not defined in
this Agreement shall have the meanings specified in the Plan.
I. GRANT OF NON-QUALIFIED STOCK OPTION
The Company hereby grants a Stock Option to the Optionee to purchase _______
shares of Stock (the "Option Shares") at a price of $__________ per share (the
"Option Price"). The date of such grant is __________________, 1995 (the
"Grant Date").
II. TERM AND VESTING OF NON-QUALIFIED STOCK OPTION
Subject to the first paragraph of Section IV, the Stock Option granted (until
terminated as hereinafter provided) shall be exercisable by the Optionee at any
time; provided, however, that no Option Shares may be purchased after the date
which is two (2) years from the Closing Date.
III. EXERCISE OF STOCK OPTION
The Optionee may exercise the Stock Option by:
(a) giving written notice of exercise to the secretary of the
Company specifying the number of shares of Stock to be
purchased; and
(b) providing payment of the Option Price for such shares of
Stock by cash or check payable to the order of the Company,
by Stock owned by the Optionee, by any combination of Stock
and cash or check, or by sale of shares of Stock acquired in
the exercise of a Stock Option (to the extent such cashless
exercise is permitted under rules promulgated by the
Committee).
The Optionee may exercise Stock Options only in multiples of one-hundred (100)
shares (and any remaining fractional balance of less than one-hundred shares
may be exercised only in a single transaction). Upon the Company's
determination that there has been a valid exercise of all or a portion of the
Stock Option, the Company shall issue certificates in the Optionee's name for
the Stock relating to the exercised portion of the Stock Option,
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adjusted for any shares of Stock sold or withheld in connection with such
exercise.
IV. TERMINATION OF EMPLOYMENT
Upon the Optionee's death, the remaining unexercised portion of the Stock
Option shall become exercisable by the estate of the Optionee or by a legatee
of the Optionee under the Will of the Optionee for the remaining term of the
unexercised portion of the Stock Option.
The Stock Option, to the extent unexercised on the date immediately following
the end of the term, shall lapse and be forfeited.
V. NO RIGHTS TO CONTINUED EMPLOYMENT
The Stock Option grant made under the Plan and this Agreement shall not confer
on the Optionee any right to continue serving as an employee of the Company or
Continental Emsco, and this Agreement shall not be construed in any way to
limit the Company's or Continental Emsco's right to terminate or change the
terms of the Optionee's employment.
VI. LEGEND ON CERTIFICATE
The certificate representing the Stock received by the Optionee pursuant to the
exercise of the Stock Option may be stamped with a legend or legends to make
appropriate reference to such stop-transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which shares of Stock are then listed, and any applicable Federal or state
securities law.
VII. CERTAIN ADJUSTMENTS
The Committee shall make such adjustments in the option price and in the number
and kind of shares as such Committee in its sole discretion, exercised in good
faith, may determine is equitably required to prevent dilution or enlargement
of the rights of the Optionee that otherwise would result from (i) any stock
dividend, stock split, combination of shares, recapitalization or other change
in the capital structure of the Company, or (ii) any merger, consolidation,
separation, reorganization or partial or complete liquidation, or (iii) any
other corporate transaction or event having an effect similar to any of the
foregoing.
VIII. SATISFACTION OF TAX OBLIGATIONS
The Optionee shall pay to the Company, or make arrangements satisfactory to the
Company regarding the payment of, any Federal, state, or local taxes of any
kind required by law to be withheld with respect to such Stock obtained upon
the exercise of
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<PAGE> 3
the Stock Option. The Optionee shall make such payment or arrangement
no later than the date as of which he is scheduled to receive such Stock. The
obligations of the Company under the Plan shall be conditioned on such payment
or arrangement, and the Company, to the extent permitted by law, shall have the
right to deduct any such taxes from any distribution of any kind otherwise due
to the Optionee.
IX. COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS
The Stock Option shall not be exercisable if such exercise would involve a
violation of any applicable federal or state securities law, and the Company
hereby agrees to make reasonable effort to comply with such securities laws.
X. NOTICES
Any notice necessary under this Agreement shall be addressed to the Company in
care of its secretary at the principal executive office of the Company and to
the Optionee at the address appearing in the personnel records of the Company
for such Optionee, or to either party at such other address as either party may
designate in writing to the other. Any such notice shall be deemed effective
upon receipt thereof by the addressee.
XI. CHOICE OF LAW
The interpretation, performance and enforcement of this Agreement shall be
governed by the laws of the State of Ohio and applicable federal law.
XII. OPTION GRANT SUBJECT TO PLAN
The Stock Option acknowledged by this Agreement is subject to the Plan. The
terms and provisions of the Plan, as it may be amended from time to time, are
hereby incorporated herein by reference. In the event of a conflict between
any term or provision contained in this Agreement and a term or provision of
the Plan, the applicable terms and provisions of the Plan will govern and
prevail.
XIII. AMENDMENT AND TERMINATION OF OPTION GRANT
The Company may amend the Stock Option grant acknowledged hereunder with the
consent of the Optionee.
XIV. HEADINGS
The headings contained in this Agreement are for convenience only and shall not
affect the meaning or interpretation of this Agreement.
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<PAGE> 4
XV. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to
be one and the same instrument.
IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the
Optionee, have executed and delivered this Agreement effective as of the date
and year first written above.
THE LTV CORPORATION
By:
--------------------------------------------
Its:
-------------------------------------------
OPTIONEE
-----------------------------------------------
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<PAGE> 1
EXHIBIT 5
July 28, 1995
The LTV Corporation
25 West Prospect Avenue
Cleveland, Ohio 44115
Dear Sirs:
I am the Senior Vice President, General Counsel and Secretary and have acted as
counsel for The LTV Corporation (the "Corporation") in connection with its
Registration Statement on Form S-8 (the "Registration Statement") to register
under the Securities Act of 1933, as amended, 75,000 shares (the "Shares") of
Common Stock ($0.50 par value) of the Corporation issuable pursuant to The LTV
Corporation Non-Qualified Stock Option Plan for Certain Key Employees of
Continental Emsco Company (the "Plan"). In connection therewith, I have
examined, or caused to be examined, originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as I have deemed
necessary for the purpose of this opinion.
Upon the basis of the foregoing, I am of the opinion that the Shares
deliverable pursuant to the Plan have been duly authorized and, when and to the
extent issued pursuant to the Plan upon receipt by the Corporation of adequate
consideration therefor, will be validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
Glenn J. Moran
GJM/efa
<PAGE> 1
EXHIBIT 23(a)
We consent to the incorporation by reference in the Registration Statement
(Form S-8 dated July 28, 1995) pertaining to The LTV Corporation Non-Qualified
Stock Option Plan for Certain Key Executives of Continental Emsco Company of
our report dated January 26, 1995, with respect to the consolidated financial
statements of The LTV Corporation incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
Cleveland, Ohio
July 26, 1995
