<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended September 30, 1996 Commission File No. 1-4368
THE LTV CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-1070950
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
25 West Prospect Avenue 44115
Cleveland, Ohio (Zip Code)
Registrant's telephone number, including area code: (216)622-5000
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
105,286,355 shares of common stock
(as of October 24, 1996)
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE LTV CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(in millions, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------- --------------------------------
1996 1995 1996 1995
-------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
SALES $ 1,048.9 $ 1,040.2 $ 3,117.1 $ 3,238.3
Costs and expenses:
Cost of products sold 909.9 889.8 2,717.0 2,722.1
Depreciation and amortization 66.2 62.6 201.2 189.4
Selling, general and administrative 38.1 33.3 110.3 102.5
Net interest and other income (10.0) (15.7) (27.9) (33.2)
-------------- -------------- --------------- ---------------
Total 1,004.2 970.0 3,000.6 2,980.8
-------------- -------------- --------------- ---------------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 44.7 70.2 116.5 257.5
Income tax provision:
Taxes payable (1.3) 0.8 0.2 1.9
Taxes not payable in cash 16.6 26.2 41.6 96.9
-------------- -------------- --------------- ---------------
Total 15.3 27.0 41.8 98.8
-------------- -------------- --------------- ---------------
INCOME FROM CONTINUING OPERATIONS 29.4 43.2 74.7 158.7
Discontinued operations - - - (8.7)
-------------- -------------- --------------- ---------------
NET INCOME $ 29.4 $ 43.2 $ 74.7 $ 150.0
============== ============== =============== ===============
EARNINGS PER SHARE
Primary $ 0.27 $ 0.40 $ 0.69 $ 1.38
============== ============== =============== ===============
Fully diluted $ 0.27 $ 0.39 $ 0.69 $ 1.36
============== ============== =============== ===============
CASH DIVIDENDS PER COMMON SHARE $ 0.03 $ - $ 0.06 $ -
============== ============== =============== ===============
</TABLE>
See notes to consolidated financial statements.
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THE LTV CORPORATION
CONSOLIDATED BALANCE SHEET
(in millions, except per share data)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------------- ------------------
ASSETS (Unaudited)
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 155.6 $ 265.9
Marketable securities 533.4 457.2
----------------- ----------------
689.0 723.1
Receivables, less allowance for doubtful accounts 422.8 396.1
Inventories:
Products 510.7 512.6
Materials, purchased parts and supplies 246.6 229.9
----------------- ----------------
Total inventories 757.3 742.5
Prepaid expenses, deposits and other 17.3 8.7
----------------- ----------------
Total current assets 1,886.4 1,870.4
----------------- ----------------
INVESTMENTS AND OTHER NONCURRENT ASSETS 450.1 369.5
PROPERTY, PLANT AND EQUIPMENT 3,780.7 3,658.2
Allowance for depreciation (702.8) (518.0)
----------------- ----------------
Total property, plant and equipment 3,077.9 3,140.2
----------------- ----------------
$ 5,414.4 $ 5,380.1
================= ================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 309.8 $ 255.0
Accrued employee compensation and benefits 356.4 408.4
Other accrued liabilities 197.7 183.3
----------------- ----------------
Total current liabilities 863.9 846.7
----------------- ----------------
NONCURRENT LIABILITIES
Long-term debt 151.5 150.4
Postemployment health care and other insurance benefits 1,586.8 1,598.4
Pension benefits 926.6 988.7
Other 404.2 420.7
----------------- ----------------
Total noncurrent liabilities 3,069.1 3,158.2
----------------- ----------------
SHAREHOLDERS' EQUITY
Convertible preferred stock (stated value $50.0) 0.5 0.5
Common stock (par value $0.50 per share) 52.8 52.8
Additional paid-in capital 999.6 958.0
Retained earnings 616.0 549.3
Minimum pension liability adjustment (184.8) (184.8)
Other (2.7) (0.6)
----------------- ----------------
Total shareholders' equity 1,481.4 1,375.2
----------------- ----------------
$ 5,414.4 $ 5,380.1
================= ================
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 4
THE LTV CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------------
1996 1995
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Income from continuing operations $ 74.7 $ 158.7
Adjustments to reconcile income to net cash provided by
operating activities:
Depreciation and amortization 201.2 189.4
Income tax provision not payable in cash 41.6 96.9
Defined benefit pension expense 51.3 91.1
Postemployment benefit payments
(more) less than related expense (0.3) 6.5
VEBA Trust contributions (11.3) (19.1)
Changes in assets and liabilities (19.1) 45.7
Other (10.0) (6.0)
---------- ---------
Net cash provided by operating activities 328.1 563.2
---------- ---------
INVESTING ACTIVITIES
Capital expenditures (139.1) (141.7)
Investment in steel-related businesses (69.1) (59.4)
Net purchases of marketable securities (76.2) (286.8)
Proceeds from dispositions of discontinued
operations, businesses and properties 10.3 93.9
Other (12.1) (4.0)
---------- ---------
Net cash used in investing activities (286.2) (398.0)
---------- ---------
FINANCING ACTIVITIES
Pension funding to restored plans (144.2) (192.8)
Payments on long-term debt - (38.6)
Preferred dividends paid (1.7) (1.7)
Common dividends paid (6.3) -
Other - (0.9)
---------- ---------
Net cash used in financing activities (152.2) (234.0)
---------- ---------
Net decrease in cash and cash equivalents (110.3) (68.8)
Cash and cash equivalents at beginning of period 265.9 335.4
---------- ---------
Cash and cash equivalents at end of period $ 155.6 $ 266.6
========== =========
Supplemental cash flow information is presented as follows:
Interest payments $ 8.4 $ 6.3
Income tax payments 1.9 0.9
Capitalized interest 7.2 6.0
Purchases of marketable securities 3,281.1 4,170.0
Sales and maturities of marketable securities 3,205.9 3,884.2
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 5
THE LTV CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
NOTE (1) - The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and disclosures required by generally accepted accounting principles for
complete financial statements. All adjustments that are, in the opinion of
management, necessary for a fair presentation have been made and are of a
recurring nature unless otherwise disclosed herein. Certain prior period amounts
have been reclassified to conform with the current period presentation. The
results of operations for the interim periods are not necessarily indicative of
results of operations for a full year. For further information, refer to the
consolidated financial statements and the notes thereto for the year ended
December 31, 1995 included in the LTV Annual Report to Shareholders incorporated
by reference into the 1995 Annual Report on Form 10-K filed with the Securities
and Exchange Commission.
NOTE (2) - The Company's income tax provision from continuing operations was
$41.8 million in the first nine months of 1996 compared with $98.8 million in
1995. Included in the 1996 and 1995 first nine months' income tax provisions are
federal and state income tax expense amounts of $41.6 million and $96.9 million,
respectively, which do not result in cash payments. As LTV realizes the benefits
of pre-reorganization net deferred tax assets through reduced cash tax payments,
such benefits increase paid-in capital. In prior years, such benefits reduced
the intangible asset resulting from the reorganization until it was eliminated
in 1995. The Company's actual income tax cash payments are, and will continue to
be, significantly less than the total financial statement expense amounts as the
benefits of pre-reorganization net deferred tax assets are realized. Amounts
totaling $41.6 million and $66.0 million were reported as increases to the
additional paid-in capital account of shareholders' equity in the first nine
months ended 1996 and 1995, respectively. The Company's tax rate for the third
quarter of 1996 is lower than the prior year primarily due to the favorable
settlement of certain prior year tax matters.
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<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS - COMPARISON OF THIRD QUARTER AND FIRST NINE MONTHS 1996
AND 1995
Sales
- -----
Sales of $1.049 billion in the third quarter of 1996 increased by $9
million (1%) from the third quarter of 1995. Third quarter 1996 steel shipments
of 2.0 million tons increased by 44,000 tons (2%) from the third quarter of
1995. The overall sales increase in the third quarter of 1996 resulted from
higher shipments, partially offset by lower average selling prices. Sales of
$3.117 billion in the first nine months of 1996 decreased by $121 million (4%)
from the first nine months of 1995. The decreased sales reflect the lower
average selling prices in the first nine months of 1996, partially offset by
higher shipments. Steel shipments of 6.1 million tons in the first nine months
increased by 176,000 tons (3%) from the first nine months of 1995.
In the third quarter of 1996, hot and cold rolled product sales of $494.3
million were 8% lower versus the third quarter of 1995, reflecting a decrease in
average selling prices and a 7% decrease in shipments. Galvanized product sales
of $311.5 million were 12% higher in the third quarter of 1996 versus the third
quarter of 1995, reflecting an 18% increase in shipments and a decrease in
average selling prices. Tin mill product sales of $121.2 million were 14% higher
in the third quarter of 1996, reflecting a 17% increase in shipments and a
decrease in average selling prices. Tubular product sales of $85.7 million,
consisting primarily of electrical conduit, electric weld pipe and welded
tubing, were 11% higher in the third quarter of 1996, reflecting a 16% increase
in shipments, partially offset by a decrease in average selling prices.
In the first nine months of 1996, hot and cold rolled product sales of
$1.525 billion were 7% lower versus the first nine months of 1995, reflecting a
decrease in average selling prices on approximately the same amount of
shipments. Galvanized product sales of $923.1 million were 1% lower in the first
nine months of 1996 versus the first nine months of 1995, reflecting a 7%
increase in shipments and a decrease in average selling prices. Tin mill product
sales of $329.2 million were 4% higher in the first nine months of 1996,
reflecting a 9% increase in shipments, offset by a decrease in average selling
prices. Tubular product sales of $241.7 million were approximately the same as
the prior year, reflecting a decrease in average selling prices on a 5% increase
in shipments.
Nonsteel sales in the third quarter of 1996 of $36.2 million were $5.2
million less than in the third quarter of 1995. Nonsteel sales in the first nine
months of 1996 of $97.9 million were $10.2 million less than the first nine
months of 1995.
Production and Costs
- --------------------
Raw steel production of 2.2 million tons in the third quarter of 1996
increased by 44,000 tons compared with the third quarter of 1995. The average
operating rate (of AISI defined capacity) at the Company's steelmaking
facilities during the third quarter of 1996 was 103% compared with 101% in 1995.
The reduced production level in 1995 was due to a four-week production
interruption for a blast furnace repair outage at the Indiana Harbor Works.
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<PAGE> 7
Raw steel production of 6.6 million tons in the first nine months of 1996
increased by 221,000 tons compared with the first nine months of 1995. The
average operating rate at the Company's steelmaking facilities during the first
nine months of 1996 was 105% compared with 102% in 1995.
Cost of products sold as a percentage of sales increased to 86.7% in the
third quarter of 1996 from 85.5% in the third quarter of 1995 and increased to
87.2% in the first nine months of 1996 from 84.1% in the first nine months of
1995. The percentage increases result from the lower average selling prices in
the 1996 periods. Productivity and cost improvements in the first nine months of
1996 were partially offset by adverse weather cost penalties primarily at the
Company's iron ore and coke plant operations.
Net Interest and Other Income
- -----------------------------
Net interest and other income totaled $10.0 million and $27.9 million in
the third quarter and first nine months of 1996, respectively. These lower
amounts in the current year periods versus the prior year periods were primarily
due to the $5.8 million gain related to unclaimed bankruptcy distributions
recorded in the third quarter of 1995.
Income Taxes
- ------------
For information regarding income taxes, see Note (2) to the consolidated
financial statements.
LIQUIDITY AND CAPITAL RESOURCES
The Company's sources of liquidity include cash and cash equivalents,
marketable securities, cash from operations, amounts available under credit
facilities and other external sources of funds. Management believes that these
sources are sufficient to fund the current requirements of working capital,
capital expenditures, investments in joint ventures, pensions and postemployment
health care.
During the first nine months of 1996, cash provided by operating activities
amounted to $328.1 million. Major uses of cash during the first nine months of
1996 included contributions to the Company's restored pension plans of $144.2
million, capital expenditures of $139.1 million, investments in steel-related
businesses of $69.1 million and net purchases of marketable securities of $76.2
million. In the first nine months of 1996, total cash and cash equivalents
decreased by $110.3 million to $155.6 million at September 30, 1996. Since
December 31, 1995, total cash, cash equivalents and marketable securities have
decreased by $34.1 million to $689.0 million at September 30, 1996.
The Company's receivables credit facility permits borrowings of up to $320
million for working capital requirements and general corporate purposes, $100
million of which may be used to issue letters of credit. At September 30, 1996,
$296.6 million was permitted to be borrowed; however, no borrowings were
outstanding and letters of credit outstanding amounted to $25.8 million under
this facility. The Company also has a separate letter of credit facility that
provides for the issuance of up to $150 million in letters of credit. At
September 30, 1996, letters of credit totaling $83.4 million were outstanding
under this facility.
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<PAGE> 8
The Company's long-term debt and credit facilities' agreements contain
various covenants that require the Company to maintain certain financial ratios
and amounts. These agreements, as well as the Company's agreement with the
Pension Benefit Guaranty Corporation (the "PBGC Agreement"), place certain
restrictions on payments of dividends, capital expenditures, investments in
subsidiaries and borrowings. The PBGC Agreement also requires that a significant
portion of the Company's annual cash flow be contributed to the Company's
pension plans. Under the terms of the most restrictive debt covenant,
approximately $140.0 million of retained earnings are available for Common Stock
dividend payments at September 30, 1996. Substantially all of the Company's
receivables and inventories are pledged as collateral under these debt
agreements. The Company does not believe that the restrictions contained in
these financial and operating covenants will cause significant limitations on
the Company's financial flexibility.
A 1993 agreement with the United Steelworkers of America ("USWA") provided
that a portion of the requirements with respect to certain postemployment
benefits would be secured by a junior lien of $250 million on collateral with an
unencumbered fair market value of at least $500 million. The initial security
was provided by the grant of a mortgage on facilities having a carrying value of
approximately $500 million.
LTV competes directly with domestic and foreign integrated flat rolled
carbon steel producers, minimills and indirectly with producers of plastics,
aluminum and other materials such as ceramics and wood, which sometimes can be
substituted for flat rolled carbon steel in manufacturing and construction.
Certain companies have announced plans or begun construction of additional
minimills to produce flat rolled products. Thin slab casting technologies have
allowed some minimills to enter certain flat rolled markets that have
traditionally been supplied by integrated producers. The primary factors that
affect competition include price, quality, delivery and customer service. LTV
targets quality-critical, value-added applications and believes it is able to
differentiate some of its products from those of competitors on the basis of
product quality, on-time delivery performance, and product and technical support
to customers. LTV will continue to require substantial funds in future years to
maintain and improve its steel operations in order to compete with steel
substitutes, minimills and other fully integrated steelmakers. Capital
expenditures for the nine months ended September 30, 1996 totaled $139.1 million
and for the full year are estimated to total approximately $230 million. LTV's
investment in Trico Steel Company joint venture for the nine months ended
September 30, 1996 totaled $59.9 million and completed the Company's expected
investment of $150 million. In the third quarter of 1996, the Company invested
$9.2 million in Cliffs and Associates, Ltd, a joint venture to produce direct
reduced iron (DRI) briquettes in the Republic of Trinidad and Tobago.
ENVIRONMENTAL LIABILITIES AND RELATED COSTS
LTV is subject to changing and increasingly stringent environmental laws
and regulations concerning air emissions, water discharges and waste disposal,
as well as remediation activities that involve the clean-up of environmental
media such as soils and groundwater ("remediation liabilities"). As a
consequence, the Company has incurred, and will continue to incur, substantial
capital expenditures and operating and maintenance expenses in order to comply
with such requirements. Additionally, if any of the Company's facilities are
unable to meet required environmental standards or laws, those operations could
be temporarily or permanently closed.
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<PAGE> 9
The Company spent $12.3 million during the first nine months of 1996 for
environmental clean-up and related matters at operating and idled facilities,
and at September 30, 1996, has a recorded liability of $88.7 million for known
and identifiable environmental and related matters. As the Company becomes aware
of additional matters or obtains more information, it may be required to record
additional liabilities for environmental remediation. The Company also spent
$17.6 million in the first nine months of 1996 for environmental
compliance-related capital expenditures and expects it will be required to spend
an average of approximately $30 million annually in capital expenditures during
the next five years to meet environmental standards.
OTHER MATTERS
In conjunction with its contract with the USWA, the Company is currently
negotiating certain wage provisions that, in the absence of an agreement, will
be subject to binding arbitration and effective as of August 1, 1996. Each party
submitted their final offer to the arbitrator on May 7, 1996. The arbitration
hearing took place in early October 1996, and a ruling is expected during the
fourth quarter. The current contract prohibits strikes and other work
interruptions during the term of the agreement, which expires August 1, 1999.
OUTLOOK
To date, the Company has continued to experience a high demand for its
products and strong rate of incoming orders, although this may not continue in
the future due to rising import levels and a strengthening dollar. These
factors, along with industry capacity additions, could affect future market
prices.
This report includes forward-looking statements. Our use of the words
"outlook," "believes", "estimate," "expect" and similar words are intended to
identify these statements as forward looking. These statements represent our
current judgment on what the future holds. While we believe them to be
reasonable, a number of important factors could cause actual results to differ
materially from those projected. These factors include relatively small changes
in market price or market demand; changes in raw material costs; increased
operating costs; loss of business from major customers, especially for high
value-added product; unanticipated expenses; substantial changes in financial
markets; labor unrest; unfair foreign competition; or major equipment failure.
In this regard, we also direct your attention to factors discussed above in the
Management's Discussion and Analysis.
I-8
<PAGE> 10
PART II
ITEM 1. LEGAL PROCEEDINGS.
In September 1996, the U.S. Court of Appeals for the Second Circuit
reversed the prior decisions of two lower courts and held that Aetna Casualty
and Surety Company ("Aetna") had a right to recover from LTV in the Chapter 11
proceedings amounts that Aetna had paid out for black lung benefits pursuant to
a surety bond. This claim for recovery, which is estimated to aggregate
approximately $3 to $5 million, is part of a bankruptcy action brought by Aetna
against LTV which is described under the heading "Joint Plan" in Item 3 in
LTV's Report on Form 10-K for the year ended December 31, 1995 ("10-K Report").
Also in 1996, LTV Steel Company, Inc. ("LTV Steel"), a wholly-owned
subsidiary of LTV, filed an action in the U.S. Court of Federal Claims seeking
recovery of approximately $25 million in Federal Insurance Contribution Act
("FICA") and Federal Unemployment Tax Act ("FUTA") taxes which were paid by LTV
Steel to the U.S. government during the period 1987 through 1993 in connection
with certain pension make-up payments made to certain hourly and salaried
retirees.
ITEM 5. OTHER INFORMATION
BY-LAW AMENDMENTS:
ADVANCE STOCKHOLDER NOTICE REQUIREMENTS AND OTHER PROVISIONS
On October 25, 1996, LTV adopted amendments to its By-Laws intended to
promote the efficient functioning of its annual meetings and stockholder
democracy. The amendments confirm LTV's control over the time, place and conduct
of stockholder meetings, require advance notice by mail or delivery to LTV of
stockholder proposals or director nominations for annual meetings and require
persons wishing to conduct a solicitation of written consents of stockholders or
to call a special meeting of stockholders to apply to the Board of Directors to
set a record date for the consent solicitation or to determine whether the
requisite number of stockholders desire to call a special meeting.
Under the amended By-Laws, stockholders must provide LTV with at least 60
days, but no more than 90 days, notice prior to the announced Tentative Meeting
Date of (i) business the stockholder is proposing for consideration at that
meeting and (ii) persons the stockholder intends to nominate for election as
directors at that meeting.
LTV's Board of Directors has selected April 22, 1997 as the Tentative
Meeting Date for the next annual meeting of stockholders. Accordingly,
stockholders who intend to propose business for consideration or to nominate
persons for election as directors at the 1997 annual meeting must provide notice
and the required information to LTV no earlier than January 22, 1997 and no
later than February 21, 1997.
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<PAGE> 11
REQUIRED APPROVAL FOR CERTAIN PURCHASES OF
COMMON STOCK AND SERIES A WARRANTS
For the purpose of preserving LTV's ability to utilize certain favorable
tax attributes, Article Ninth of LTV's Restated Certificate of Incorporation
prohibits, with certain limited exceptions, any unapproved acquisition of Common
Stock or Series A Warrants that would cause the ownership interest percentage of
the acquirer or any other person to increase to 4.5% or above. A person's
ownership interest percentage for purposes of Article Ninth is determined by
reference to specified federal income tax principles, including attribution of
shares from certain related parties, deemed exercise of rights to acquire stock
(such as the Company's Series A Warrants) and aggregation of shares purchased by
persons acting in concert. PURCHASES OF COMMON STOCK OR SERIES A WARRANTS FROM
ANY PERSON OTHER THAN THE COMPANY ARE SUBJECT TO THE LIMITATIONS IMPOSED BY
ARTICLE NINTH, AND ANY UNAPPROVED PURCHASE IN EXCESS OF THE AMOUNTS PERMITTED BY
ARTICLE NINTH WILL BE VOID AB INITIO. A PROSPECTIVE PURCHASER OF COMMON STOCK OR
SERIES A WARRANTS WHO BELIEVES THAT IT MAY BE SUBJECT TO THE LIMITATIONS IMPOSED
BY ARTICLE NINTH SHOULD CONSULT WITH THEIR ADVISORS OR LTV IN ADVANCE OF
ACQUIRING SUCH SECURITIES TO DETERMINE IF ADVANCE APPROVAL MUST BE OBTAINED FROM
LTV'S BOARD OF DIRECTORS.
LTV's Board of Directors was required by Article Ninth of LTV's Restated
Certificate of Incorporation to consider during 1996 whether to waive the
transfer restrictions in Article Ninth with respect to all future transfers of
securities. At its October 1996 meeting, the Board of Directors, after
considering all relevant factors, determined not to waive Article Ninth at this
time.
ITEM 6. EXHIBITS AND REPORTS ON 8-K
(a) Exhibits
Certain of the exhibits to this Report are hereby incorporated by
reference, as specified below, to other documents filed with the Commission by
LTV. Exhibit designations below correspond to the numbers assigned to exhibit
classifications in Regulation S-K.
(3)-(1) - Amendments to LTV By-Laws adopted on October 25, 1996 (filed
herewith)
(10)-(1) - LTV Executive Benefit Plan as amended and restated effective
January 1, 1985 (incorporated herein by reference to Exhibit
(10)(c)-(2) to LTV's Report on Form 10-K for the year ended
December 31, 1985)
(10)-(2) - Amendment to LTV Executive Benefit Plan adopted November 20,
1987 (incorporated herein by reference to Exhibit (10)(c)-(3)
to LTV's Report on Form 10-K for the year ended December 31,
1987)
(10)-(3) - LTV Excess Benefit Plan dated as of January 1, 1985
(incorporated herein by reference to Exhibit (10)(c)-(5) to
LTV's Report on Form 10-K for the year ended December 31, 1984)
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<PAGE> 12
(10)-(4) - Settlement Agreement dated as of June 28, 1993 between LTV, the
PBGC, the Initial LTV Group (as defined in the Settlement
Agreement) and LTV, as Administrator of the Restored Plans
(incorporated herein by reference to Exhibit 10.10 to LTV's
Report on Form 10-Q for the quarter ended June 30, 1993)
(10)-(5) - Assignment, Pledge and Security Agreement dated as of June 28,
1993 between LTV Steel Company, Inc. and the PBGC (incorporated
herein by reference to Exhibit 10.11 to LTV's Report on Form
10-Q for the quarter ended June 30, 1993)
(10)-(6) - Securities Purchase Agreement dated as of May 26, 1993 by and
among LTV, LTV Steel Company, Inc. and SMI America, Inc.
(incorporated herein by reference to Exhibit 2 to SMI America,
Inc.'s 13D Filing)
(10)-(7) - Common Stock Registration Rights Agreement dated as of June 28,
1993 by and between LTV and SMI America, Inc. (incorporated
herein by reference to Exhibit 5 to SMI America, Inc.'s 13D
Filing)
(10)-(8) - Consultation and Management Participation Agreement dated as of
June 28, 1993 between LTV and Sumitomo Metal Industries, Ltd.
(incorporated herein by reference to Exhibit 6 to SMI America,
Inc.'s 13D Filing)
(10)-(9) - L-S Exchange Right and Security Agreement dated as of June 28,
1993 by and among LTV/EGL Holding Company, Sumikin EGL Corp.,
LTV, SMI America Inc., and Sumitomo Metal USA Corporation
(incorporated herein by reference to Exhibit 7 to SMI America,
Inc.'s 13D Filing)
(10)-(10)- Letter of Credit Agreement dated as of October 12, 1994 among
LTV Steel Company, Inc., Continental Emsco Company, LTV Steel
Mining Company, LTV Steel Tubular Products Company, LTV, various
financial institutions and BT Commercial Corporation
(incorporated herein by reference to Exhibit (10)-(12) to LTV's
Report on Form 10-Q for the quarter ended September 30, 1994)
(10)-(11)- Subsidiary Guaranty dated as of October 12, 1994 by Georgia
Tubing Corporation, Youngstown Erie Corporation, Erie B
Corporation and Erie I Corporation for the benefit of BT
Commercial Corporation as agent (incorporated herein by
reference to Exhibit (10)-(13) to LTV's Report on Form 10-Q for
the quarter ended September 30, 1994)
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<PAGE> 13
(10)-(12) - Collateral Account Agreement dated as of October 12, 1994 among
LTV Steel Company, Inc., Continental Emsco Company, LTV Steel
Mining Company, LTV Steel Tubular Products, LTV and BT
Commercial Corporation as collateral agent (incorporated herein
by reference to Exhibit (10)-(14) to LTV's Report on Form 10-Q
for the quarter ended September 30, 1994)
(10)-(13) - Inventory Security Agreement dated as of June 28, 1993 and
amended and restated as of October 12, 1994 among LTV, LTV
Steel Company, Inc., LTV Steel Mining Company, Continental
Emsco Company, LTV Steel Tubular Products Company and BT
Commercial Corporation as agent (incorporated herein by
reference to Exhibit (10)-(15) to LTV's Report on Form 10-Q for
the quarter ended September 30, 1994)
(10)-(14) - Inventory Intercreditor Agreement dated as of June 28, 1993 and
amended and restated as of October 12, 1994 among BT Commercial
Corporation as agent for the Lenders and SMI America, Inc. as
agent for the Noteholders (incorporated herein by reference to
Exhibit (10)-(16) to LTV's Report on Form 10-Q for the quarter
ended September 30, 1994)
(10)-(15) - Intercreditor Collateral Account Agreement dated as of October
12, 1994 by and among LTV Steel Company, Inc., LTV and BT
Commercial Corporation (incorporated herein by reference to
Exhibit (10)-(17) to LTV's Report on Form 10-Q for the quarter
ended September 30, 1994)
(10)-(16) - Pledge Agreement dated as of October 12, 1994 between LTV, LTV
Steel Company, Inc., Continental Emsco Company, LTV Steel
Tubular Products Company, Georgia Tubing Corporation and BT
Commercial Corporation (incorporated herein by reference to
Exhibit (10)-(18) to LTV's Report on Form 10-Q for the quarter
ended September 30, 1994)
(10)-(17) - Amended and Restated Subordination Agreement dated as of June
28, 1993 and amended and restated as of October 12, 1994 among
the PBGC, BT Commercial Corporation and Chemical Bank
(incorporated herein by reference to Exhibit (10)-(19) to LTV's
Report on Form 10-Q for the quarter ended September 30, 1994)
(10)-(18) - Amendments Nos. 1 and 2 to the Securities Purchase Agreement
dated as of May 26, 1993 among LTV, LTV Steel Company, Inc. and
SMI America, Inc. (incorporated herein by reference to Exhibit
(10)-(20) to LTV's Report on Form 10-Q for the quarter ended
September 30, 1994)
II-4
<PAGE> 14
(10)-(19) - Amendments Nos. 1 through 4 to the Settlement Agreement dated
as of June 28, 1993 by and among the PBGC, LTV, the Initial LTV
Group (as defined in the Settlement Agreement) and LTV, as
Administrator of the Restored Plans (incorporated herein by
reference to Exhibit (10)-(21) to LTV's Report on Form 10-Q for
the quarter ended September 30, 1994)
(10)-(20) - Revolving Credit Agreement dated as of October 12, 1994 among
LTV Sales Finance Company, the financial institutions parties
thereto as banks, the issuing banks, the facility agent and
collateral agent (incorporated herein by reference to Exhibit
(10)-(22) to LTV's Report on Form 10-Q for the quarter ended
September 30, 1994)
(10)-(21) - Receivables Purchase and Sale Agreement dated as of October 12,
1994 among LTV, LTV Steel Company, Inc., Continental Emsco
Company, LTV Steel Tubular Products Company, Georgia Tubing
Corporation and LTV Sales Finance Company (incorporated herein
by reference to Exhibit (10)-(23) to LTV's Report on Form 10-Q
for the quarter ended September 30, 1994)
(10)-(22) - Accession Agreement dated as of October 12, 1994 among LTV
Sales Finance Company, the financial institutions listed on the
signature pages thereof, the issuing bank named thereon, and
Bankers Trust Company as facility agent and collateral agent
(incorporated herein by reference to Exhibit (10)-(24) to LTV's
Report on Form 10-Q for the quarter ended September 30, 1994)
(10)-(23) - Trust Termination Acknowledgment and Agreement, dated October
12, 1994, between LTV Sales Finance Company and Wilmington
Trust Company (incorporated herein by reference to Exhibit
(10)-(25) to LTV's Report on Form 10-Q for the quarter ended
September 30, 1994)
(10)-(24) - Assignment and Transfer Agreement, dated as of October 12,
1994, by and between LTV Master Receivables Trust and LTV Sales
Finance Company (incorporated herein by reference to Exhibit
(10)-(26) to LTV's Report on Form 10-Q for the quarter ended
September 30, 1994)
(10)-(25) - Collateral Trust Agreement dated as of May 25, 1993 among LTV,
LTV Steel Company, Inc., United Steelworkers of America and
Bank One Ohio Trust Company, NA, as Collateral Trustee
(incorporated herein by reference to Exhibit 10.33 to LTV's
Report on Form 10-Q for the quarter ended June 30, 1993)
II-5
<PAGE> 15
(10)-(26) - Open-2nd Mortgage, Security Agreement and Fixture Filing dated
as of June 28, 1993 by LTV Steel Company, Inc. to Bank One Ohio
Trust Company, N.A. (incorporated herein by reference to
Exhibit 10.34 to LTV's Report on Form 10-Q for the quarter
ended June 30, 1993)
(10)-(27) - License Agreement dated as of June 28, 1993 between LTV Steel
Company, Inc. and Bank One Ohio Trust Company, N.A.
(incorporated herein by reference to Exhibit 10.35 to LTV's
Report on Form 10-Q for the quarter ended June 30, 1993)
(10)-(28) - Warrant Agreement dated as of June 28, 1993 between LTV and
Society National Bank, as Warrant Agent (incorporated herein by
reference to Exhibit 10.37 to LTV's Report on Form 10-Q for the
quarter ended June 30, 1993)
(10)-(29) - Settlement Agreement and Stipulated Order on behalf of the
United States of America on behalf of the United States
Environmental Protection Agency approved by the United States
Bankruptcy Court Southern District of New York (the "Court") on
April 15, 1993 and supplemented by Exhibit 10.38 below
(incorporated herein by reference to Exhibit 10.38 to LTV's
Report on Form 10-Q for the quarter ended June 30, 1993)
(10)-(30) - Second Settlement Agreement and Stipulated Order supplementing
10.36 above and approved by the Court on May 19, 1993
(incorporated by reference to Exhibit 10.39 to LTV's
Registration Statement on Form S-1 [Registration No.
33-50217])
(10)-(31) - Settlement Agreement and Stipulated Order on behalf of the
State of Minnesota approved by the Court on May 19, 1993
(incorporated herein by reference to Exhibit 10.39 to LTV's
Report on Form 10-Q for the quarter ended June 30, 1993)
(10)-(32) - Settlement Agreement and Stipulated Order on behalf of the
State of Indiana on behalf of the Indiana Department of
Environmental Management approved by the Court on May 24, 1993
(incorporated herein by reference to Exhibit 10.40 to LTV's
Report on Form 10-Q for the quarter ended June 30, 1993)
(10)-(33) - Settlement Agreement and Stipulated Order on behalf of the
State of New York and approved by the Court on May 24, 1993
(incorporated herein by reference to Exhibit 10.42 to LTV's
Report on Form 10-Q for the quarter ended June 30, 1993)
(10)-(34) - Settlement Agreement and Stipulated Order on behalf of the
State of Connecticut and approved by the Court on May 19, 1993
(incorporated herein by reference to Exhibit 10.43 to LTV's
Report on Form 10-Q for the quarter ended June 30, 1993)
II-6
<PAGE> 16
(10)-(35) - Settlement Agreement and Stipulated Order on behalf of the
Commonwealth of Pennsylvania and approved by the Court on May
24, 1993 (incorporated herein by reference to Exhibit 10.44 to
LTV's Report on Form 10-Q for the quarter ended June 30, 1993)
(10)-(36) - Settlement Agreement and Stipulated Order on behalf of the
State of Ohio on behalf of the Ohio Environmental Protection
Agency and approved by the Court on May 24, 1993 (incorporated
herein by reference to Exhibit 10.45 to LTV's Report on Form
10-Q for the quarter ended June 30, 1993)
(10)-(37) - Settlement Agreement and Stipulated Order on behalf of the
State of Georgia and approved by the Court on May 24, 1993
(incorporated herein by reference to Exhibit 10.46 to LTV's
Report on Form 10-Q for the quarter ended June 30, 1993)
(10)-(38) - Closing Agreement Between LTV, its subsidiaries and the
Commissioner of Internal Revenue as filed with the United
States Bankruptcy Court for the Southern District of New York
on May 14, 1993 (incorporated herein by reference to Exhibit
10.47 to LTV's Report on Form 10-Q for the quarter ended June
30, 1993)
(10)-(39) - The LTV Corporation Non-Employee Directors Stock Option Plan
adopted on October 22, 1993 (incorporated herein by reference
to Exhibit 10.49 to Amendment No. 2 to LTV's Registration
Statement on Form S-1 [Registration No. 33-50217])
(10)-(40) - Amendment to LTV Executive Benefit Plan adopted October 22,
1993 (incorporated herein by reference to Exhibit 10.50 to
Amendment No. 2 to LTV's Registration Statement on Form S-1
[Registration No. 33-50217])
(10)-(41) - LTV Executive Benefit Trust Agreement approved on October 22,
1993 (incorporated herein by reference to Exhibit 10.51 to
Amendment No. 2 to LTV's Registration Statement on Form S-1
[Registration No. 33-50217])
(10)-(42) - The LTV Corporation Supplemental Management Retirement Plan
adopted on October 22, 1993 (incorporated herein by reference
to Exhibit 10.52 to Amendment No. 2 to LTV's Registration
Statement on Form S-1 [Registration No. 33-50217])
(10)-(43) - The LTV Corporation Supplemental Management Retirement Trust
Agreement approved on October 22, 1993 (incorporated herein by
reference to Exhibit 10.53 to Amendment No. 2 to LTV's
Registration Statement on Form S-1 [Registration No. 33-50217])
II-7
<PAGE> 17
(10)-(44) - The LTV Corporation Management Incentive Program as amended on
January 28, 1994 (incorporated by reference to Exhibit
(10)-(53) to LTV's Report on Form 10-K for the year ended
December 31, 1993)
(10)-(45) - Amendment to The LTV Corporation Supplemental Management
Retirement Plan adopted on January 28, 1994 (incorporated by
reference to Exhibit (10)-(54) to LTV's Report on Form 10-K for
the year ended December 31, 1993)
(10)-(46) - Amendment to LTV Executive Benefit Plan adopted October 28,
1994 (incorporated herein by reference to Exhibit (10)-(48) to
LTV's Report on Form 10-Q for the quarter ended September 30,
1994)
(10)-(47) - Amendment to The LTV Corporation Management Incentive Program
adopted October 28, 1994 (incorporated herein by reference to
Exhibit (10)-(49) to LTV's Report on Form 10-Q for the quarter
ended September 30, 1994)
(10)-(48) - Amendment to The LTV Corporation Non-Employee Directors Stock
Option Plan adopted October 28, 1994 (incorporated herein by
reference to Exhibit (10)-(50) to LTV's Report on Form 10-Q for
the quarter ended September 30, 1994)
(10)-(49) - Amendment to The LTV Corporation Supplemental Management
Retirement Plan adopted on October 28, 1994 (incorporated
herein by reference to Exhibit (10)-(51) to LTV's Report on
Form 10-Q for the quarter ended September 30, 1994)
(10)-(50) - The LTV Corporation Non-Employee Directors' Equity Compensation
Plan (incorporated herein by reference to Exhibit 4.3 to LTV's
Registration Statement on Form S-8 [Registration No.
33-56857])
(10)-(51) - The LTV Corporation Non-Employee Directors' Deferred
Compensation Plan (incorporated herein by reference to Exhibit
(10)-(53) to LTV's Report on Form 10-K for the year ended
December 31, 1994)
(10)-(52) - The LTV Corporation Executive Deferred Compensation Plan
(incorporated herein by reference to Exhibit (10)-(54) to LTV's
Report on Form 10-K for the year ended December 31, 1994)
(10)-(53) - Amendment No. 5 to the Settlement Agreement dated as of June
28, 1993 by and among the PBGC, LTV, the Initial LTV Group and
LTV, as Administrator of the Restored Plans (incorporated
herein by reference to Exhibit (10)-(55) to LTV's Report on
Form 10-K for the year ended December 31, 1994)
(10)-(54) - The Hourly Employee Stock Payment Alternative Plan
(incorporated
II-8
<PAGE> 18
herein by reference to Exhibit 4.3 to LTV's Registration
Statement on Form S-8 [Registration No. 33-56861])
(10)-(55) - Amendments Nos. 1 through 4 to the Letter of Credit Agreement
dated as of October 12, 1994 among LTV Steel Company, Inc.,
Continental Emsco Company, LTV Steel Mining Company, LTV Steel
Tubular Products Company, LTV, various financial institutions
and BT Commercial Corporation (incorporated herein by reference
to Exhibit (10)-(56) to LTV's Report on Form 10-Q for the
quarter ended September 30, 1995)
(10)-(56) - Amendment No. 1 to the Receivables Purchase and Sale Agreement
dated as of October 12, 1994 among LTV, LTV Steel Company,
Inc., Continental Emsco Company, LTV Steel Tubular Products
Company, Georgia Tubing Corporation and LTV Sales Finance
Company (incorporated herein by reference to Exhibit (10)-(57)
to LTV's Report on Form 10-Q for the quarter ended September
30, 1995)
(10)-(57) - Amendments Nos. 6 and 7 to the Settlement Agreement dated as of
June 28, 1993 by and among the PBGC, LTV, the Initial LTV
Group (as defined in the Settlement Agreement) and LTV, as
Administrator of the Restored Plans (incorporated herein by
reference to Exhibit (10)-(58) to LTV's Report on Form 10-Q for
the quarter ended September 30, 1995)
(10)-(58) - Amendment No. 8 to the Settlement Agreement dated as of June
28, 1993 by and among the PBGC, LTV, the Initial LTV Group (as
defined in the Settlement Agreement) and LTV as Administrator
of the Restated Plans (incorporated herein by reference to
Exhibit (10)-(59) to LTV's Report on Form 10-K for the year
ended December 31, 1995)
(10)-(59) - Amendment No. 5 dated as of November 15, 1995 to the Letter of
Credit Agreement dated as of October 12, 1994 among LTV, LTV
Steel Company, Inc., Continental Emsco Company, LTV Steel
Mining Company, LTV Steel Tubular Products Company, various
financial institutions and BT Commercial Corporation
(incorporated herein by reference to Exhibit (10)-(60) to LTV's
Report on Form 10-Q for the quarter ended March 31, 1996)
(10)-(60) - Amendment No. 6 dated as of February 14, 1996 to the Letter of
Credit Agreement dated as of October 12, 1994 among LTV, LTV
Steel Company, Inc., Continental Emsco Company, LTV Steel
Mining Company, LTV Steel Tubular Products Company, various
financial institutions and BT Commercial Corporation
(incorporated herein by reference to Exhibit (10)-(61) to LTV's
Report on Form 10-Q for the quarter ended March 31, 1996)
II-9
<PAGE> 19
(10)-(61) - Amendment No. 7 dated as of June 30, 1996 to the Letter of
Credit Agreement dated as of October 12, 1994 among LTV, LTV
Steel Company, Inc., Continental Emsco Company, LTV Steel
Mining Company, LTV Steel Tubular Products Company, various
financial institutions and BT Commercial Corporation
(incorporated herein by reference to Exhibit (10)-(61) to LTV's
Report on Form 10-Q for the quarter ended June 30, 1996)
(11) - Statement re Computation of Per Share Earnings (filed herewith)
(27) - Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K
No report on Form 8-K was filed by the registrant for the
relevant period.
II-10
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE LTV CORPORATION
-------------------
(Registrant)
By /s/ Arthur W. Huge
-----------------------
Arthur W. Huge
Senior Vice President
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: October 29, 1996
------------------
II-11
<PAGE> 1
EXHIBIT (3)-(1)
TEXT OF AMENDMENTS TO THE COMPANY'S BY-LAWS
TEXT OF AMENDMENT 1: Time and place of meetings; Rules for
meetings.
Section 1 of Article II of the corporation's By-Laws is hereby
amended to read in its entirety as follows:
"SECTION 1. All meetings of stockholders shall be held at such place,
either within or without the State of Delaware, on such date and at
such time as may be determined from time to time by the board of
directors (or the Chairman in the absence of a determination by the
board of directors). The Chairman and the chairman of the meeting
shall have the power and authority to determine and maintain the
rules, regulations and procedures for the proper conduct of all
meetings of stockholders, including, but not limited to, maintaining
order, restricting entry to meetings after they have commenced, the
length of such meetings, the order of business, the order and duration
of statements from the floor, opening and closing the polls and
dismissing business not properly brought before the meeting."
TEXT OF AMENDMENT 2: Advance Notice of Business and
Director Nominations
Section 3 of Article II of the By-Laws is hereby amended by
adding the following to the end thereof:
"For the purposes of Sections 11 and 12 of this Article, the board of
directors, the chairman of the board of directors or the secretary of
the corporation may choose a tentative date (the "Tentative Meeting
Date") for any stockholder meeting which date may be set forth in the
corporation's proxy materials for the annual meeting next preceding
such Tentative Meeting Date or a filing with the Securities and
Exchange Commission on Form 10-K, 10-Q or 8-K or may be published by
any other means. Notice of a Tentative Meeting Date does not serve as
notice of a stockholder meeting."
<PAGE> 2
Article II of the By-Laws is hereby amended by adding as a new
Section 11 thereof the following:
"Section 11. NOMINATION OF DIRECTORS. Only persons who are
nominated in accordance with the procedures set forth in these By-Laws
shall be eligible to serve as directors. Nominations of persons for
election to the board of directors of the corporation may be made at a
meeting of stockholders (a) by or at the direction of the board of
directors or (b) by any stockholder of the corporation who is a
stockholder of record at the time of giving of notice provided for in
this Section 11, who shall be entitled to vote for the election of
directors at the meeting and who complies with the notice procedures
set forth in this Section 11. Such nominations, other than those made
by or at the direction of the board of directors, shall be made
pursuant to timely notice in writing to the secretary of the
corporation.
If a Tentative Meeting Date has been announced and the meeting
date (disregarding any adjournments thereof) is not more than 30 days
prior to and not more than 30 days after the Tentative Meeting Date,
to be timely, a stockholder's notice shall be delivered to or mailed
and received at the principal executive offices of the corporation not
less than 60 days nor more than 90 days prior to the Tentative Meeting
Date; provided, however, that if less than 70 days' prior public
disclosure of the Tentative Meeting Date is given or made, notice by
the stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which public
disclosure of the Tentative Meeting Date was made. Otherwise, to be
timely, a stockholder's notice shall be delivered to or mailed and
received at the principal executive offices of the corporation not
less than 60 days nor more than 90 days prior to the meeting date;
provided, however, that if less than 70 days' notice or prior public
disclosure of the meeting date is given or made to stockholders,
notice by the stockholder to be timely must be so received not later
than the close of business on the 10th day following the day on which
such notice of the meeting date or such public disclosure was made.
Such stockholder's notice shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or reelection
as a director all information relating to such person that is required
to be disclosed in solicitations of proxies for election
2
<PAGE> 3
of directors, or is otherwise required, in each case pursuant to the
Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director
if elected); and (b) as to the stockholder giving the notice (i) the
name and address, as they appear on the corporation's books, of such
stockholder, (ii) the class and number of shares of the corporation
which are beneficially owned (as defined by Rule 13d-3 under the
Exchange Act) by such stockholder and, if such shares are beneficially
owned by any person(s) other than the stockholder of record, the
name(s) and address(es) of each such beneficial owner of such shares
and (iii) a description of all arrangements or understandings between
the stockholder or any such beneficial owner and each nominee and any
other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the stockholder.
At the request of the board of directors, any person nominated by the
board of directors for election as a director shall furnish to the
secretary of the corporation that information required to be set forth
in a stockholder's notice of nomination which pertains to the nominee.
In addition, the stockholder making such nomination shall promptly
provide any other information reasonably requested by the corporation.
No person shall be eligible to serve as a director of the
corporation unless nominated in accordance with the procedures set
forth in this Section 11. The chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that a nomination
was not made in accordance with the procedures prescribed by the
By-Laws, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section 11, a
stockholder shall also comply with all applicable requirements of the
Exchange Act, and the rules and regulations thereunder with respect to
the matters set forth in this Section 11.
Nothing contained herein shall be deemed to create any obligation
on the part of the corporation to include any stockholder nomination
in the corporation's proxy statement."
Article II of the By-Laws is hereby amended by adding as a new
Section 12 thereof the following:
3
<PAGE> 4
"Section 12. NOTICE OF BUSINESS. At any annual meeting of the
stockholders, only such business shall be conducted as shall have been
brought before the meeting (a) by or at the direction of the board of
directors or (b) by any stockholder of the corporation who is a
stockholder of record at the time of giving of the notice provided for
in this Section 12, who shall be entitled to vote at such meeting and
who complies with the notice procedures set forth in this Section 12.
For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in
writing to the secretary of the corporation.
If a Tentative Meeting Date has been announced and the meeting
date (disregarding any adjournments thereof) is not more than 30 days
prior to and not more than 30 days after the Tentative Meeting Date,
to be timely, a stockholder's notice shall be delivered to or mailed
and received at the principal executive offices of the corporation not
less than 60 days nor more than 90 days prior to the Tentative Meeting
Date; provided, however, that if less than 70 days' prior public
disclosure of the Tentative Meeting Date is given or made, notice by
the stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which public
disclosure of the Tentative Meeting Date was made. Otherwise, to be
timely, a stockholder's notice shall be delivered to or mailed and
received at the principal executive offices of the corporation not
less than 60 days nor more than 90 days prior to the meeting date;
provided, however, that if less than 70 days' notice or prior public
disclosure of the meeting date is given or made to stockholders,
notice by the stockholder to be timely must be so received not later
than the close of business on the 10th day following the day on which
such notice of the meeting date or such public disclosure was made.
A stockholder's notice to the secretary shall set forth as to
each matter the stockholder proposes to bring before the meeting (a) a
brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting,
(b) the name and address, as they appear on the corporation's books,
of the stockholder proposing such business, (c) the class and number
of shares of the corporation which are beneficially owned (as defined
by Rule 13d-3 under the Exchange Act) by such stockholder and, if
such shares are beneficially
4
<PAGE> 5
owned by any person(s) other than the stockholder of record, the
name(s) and address(es) of each such beneficial owner of such shares
and (d) any material interest of the stockholder or any such
beneficial owner in such business. In addition, the stockholder making
such proposal shall promptly provide any other information reasonably
requested by the corporation.
Notwithstanding anything in the By-Laws to the contrary, no
business shall be conducted at an annual meeting except business
submitted by or at the direction of the board of directors or by any
stockholder of the corporation in accordance with the procedures set
forth in this Section 12. The chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that business was
not properly brought before the meeting and in accordance with the
provisions of the By-Laws, and if he should so determine, he shall so
declare to the meeting and any such business not properly brought
before the meeting shall not be transacted. Notwithstanding the
foregoing, provisions of this Section 12, a stockholder shall also
comply with all applicable requirements of the Exchange Act, and the
rules and regulations thereunder with respect to the matters set forth
in this Section 12.
Nothing contained herein shall be deemed to create any obligation
on the part of the corporation to include any stockholder proposal in
the corporation's proxy statement."
TEXT OF AMENDMENT 3: Record date for written consents;
Inspectors for consents
The second paragraph of Section 5 of Article VI of the By-laws is
hereby deleted and replaced with the following:
"In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting,
the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date
is adopted by the board of directors and shall not be more than 10
days after the date upon which the resolution fixing the record date
is adopted by the board of directors.
5
<PAGE> 6
Any person seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the
secretary, request the board of directors to fix a record date. The
board of directors shall promptly, but in all events within 10 days
after the date on which such a request is received, adopt a resolution
fixing the record date (unless a record date has previously been fixed
by the board of directors pursuant to the previous paragraph).
If no record date has been fixed by the board of directors
pursuant to the second preceding paragraph or within 10 days of the
date on which such a request is received, the record date for
determining stockholders entitled to consent to corporate action in
writing, without a meeting, when no prior action by the board of
directors is required by applicable law, shall be the first date on
which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the corporation by delivery to
its registered office in the State of Delaware, its principal place of
business, or any officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are
recorded. Delivery shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by
the board of directors and prior action by the board of directors is
required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on
which the board of directors adopts the resolution taking such prior
action."
Section 10 of Article II of the By-Laws is hereby amended by
adding to the end thereof the following:
"In the event of the delivery, in the manner provided by Section
5 of Article VI, to the corporation of the requisite written consent
or consents to take corporate action and/or any related revocation or
revocations, the corporation shall engage independent inspectors of
elections for the purpose of promptly performing a ministerial review
of the validity of the consents and revocations. For the purpose of
permitting the inspectors to perform such review, no action by written
consent without a meeting shall be effective until such date as the
independent inspectors certify to the corporation that the consents
delivered to the corporation, in the manner provided by Section 5 of
Article VI, represent at least the minimum number of
6
<PAGE> 7
votes that would be necessary to take the corporate action. Nothing
contained in this paragraph shall in any way be construed to suggest
or imply that the board of directors or any stockholder shall not be
entitled to contest the validity of any consent or revocation thereof,
whether before or after such certification by the independent
inspectors, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation
with respect thereto, and the seeking of injunctive relief in such
litigation).
Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be
effective to take the corporate action referred to therein unless,
within sixty (60) days of the earliest dated written consent received
in accordance with Section 5 of Article VI, a written consent or
consents signed by a sufficient number of holders to take such action
are delivered to the Corporation in the manner prescribed in Section 5
of Article VI."
TEXT OF AMENDMENT 4: Record date for calling special
meetings
Section 5 of Article VI of the By-Laws is hereby amended by
adding to the end thereof the following:
"In order that the corporation may determine whether stockholders
holding the requisite number of shares desire to require the calling
of a special meeting of the stockholders pursuant to Section 5 of
Article II of these By-Laws, the board of directors may fix a record
date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of directors
and shall not be more than 10 days after the date upon which the
resolution fixing the record date is adopted by the board of
directors.
Any person seeking to call a special meeting shall, by written
notice to the secretary, request the board of directors to fix a
record date. The board of directors shall promptly, but in all events
within 10 days after the date on which such a request is received,
adopt a resolution fixing the record date.
If no record date has been fixed by the board of directors within
10 days of the date on which such a
7
<PAGE> 8
request is received, the record date for determining stockholders
entitled to call a special meeting, when no prior action by the board
of directors is required by applicable law, shall be the first date on
which a request in writing of a stockholder requesting the calling of
a special meeting and stating the purpose or purposes of the proposed
meeting is delivered to the corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or
any officer or agent of the corporation having custody of the book in
which proceedings of meetings of stockholders are recorded. Delivery
made to the corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested. If no record
date has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date for
determining stockholders entitled to call a special meeting shall be
at the close of business on the day on which the board of directors
adopts the resolution taking such prior action."
8
<PAGE> 1
<TABLE>
Page 1 of 2
Exhibit (11)
THE LTV CORPORATION
Calculation of Primary Earnings Per Share (EPS)
(Dollar amounts in millions except for EPS)
(Share data in thousands)
<CAPTION>
Three Months Ended September 30,
----------------------------------------------------------------------------------------------
1996 1995
--------------------------------------------- --------------------------------------------
Shares Amount EPS Shares Amount EPS
------------- ----------- -------------- -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations $ 29.4 $ 43.2
Preferred stock dividend requirements (0.6) (0.6)
--------- ----------
28.8 42.6
Share base:
Average Common
Stock outstanding 105,360 105,359
Common Stock equivalent
shares resulting from
outstanding Series A
Warrants, Stock Options,
Restricted Stock and other 76 19
Common Stock issuable upon
conversion of Series B
Preferred Stock 2,926 0.6 2,926 0.6
------------ --------- ----------- ----------
108,362 $ 29.4 108,304 $ 43.2
============ ========= =========== ==========
PRIMARY EARNINGS (LOSS) PER SHARE
Continuing operations $ 0.27 $ 0.40
Discontinued operations - -
------------ -----------
Net income $ 0.27 $ 0.40
============ ============
</TABLE>
<TABLE>
Calculation of Primary Earnings Per Share (EPS)
(Dollar amounts in millions except for EPS)
(Share data in thousands)
<CAPTION>
Nine Months Ended September 30,
-------------------------------------------------------------------------------------------
1996 1995
------------------------------------------ ---------------------------------------------
Shares Amount EPS Shares Amount EPS
------------ ----------- -------------- -------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations $ 74.7 $ 158.7
Preferred stock dividend requirements (1.7) (1.7)
--------- -----------
73.0 157.0
Share base:
Average Common
Stock outstanding 105,360 105,359
Common Stock equivalent
shares resulting from
outstanding Series A
Warrants, Stock Options,
Restricted Stock and other 61 11
Common Stock issuable upon
conversion of Series B
Preferred Stock 2,926 1.7 2,926 1.7
--------- --------- ------------- -----------
108,347 $ 74.7 108,296 $ 158.7
========= ========== ============= ===========
PRIMARY EARNINGS (LOSS) PER SHARE
Continuing operations $ 0.69 $ 1.46
Discontinued operations - (0.08)
----------- ----------
Net income $ 0.69 $ 1.38
=========== ==========
</TABLE>
<PAGE> 2
<TABLE>
Page 2 of 2
Exhibit (11)
THE LTV CORPORATION
Calculation of Fully Diluted Earnings Per Share (EPS)
(Dollar amounts in millions except for EPS)
(Share data in thousands)
<CAPTION>
Three Months Ended September 30,
----------------------------------------------------------------------------------------------
1996 1995
-------------------------------------------- ---------------------------------------------
Shares Amount EPS Shares Amount EPS
------------- ------------ --------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations $ 29.4 $ 43.2
Preferred stock dividend requirements (0.6) (0.6)
---------- ----------
28.8 42.6
Share base:
Average Common
Stock outstanding 105,360 105,359
Common Stock equivalent
shares resulting from
outstanding Series A
Warrants, Stock Options,
Restricted Stock and other 78 19
Common Stock issuable upon
conversion of Series B
Preferred Stock 2,926 0.6 2,926 0.6
Common Stock issuable upon
conversion of Senior
Secured Convertible Notes 5,128 1.4 5,128 1.3
---------- ---------- ---------- ----------
113,492 $ 30.8 113,432 $ 44.5
=========== ========== ========== ==========
FULLY DILUTED EARNINGS (LOSS) PER SHARE
Continuing operations $ 0.27 $ 0.39
Discontinued operations - -
------------ ------------
Net income $ 0.27 $ 0.39
============ ============
</TABLE>
<TABLE>
THE LTV CORPORATION
Calculation of Fully Diluted Earnings Per Share (EPS)
(Dollar amounts in millions except for EPS)
(Share data in thousands)
<CAPTION>
Nine Months Ended September 30,
--------------------------------------------------------------------------------------------
1996 1995
---------------------------------------------- ------------------------------------------
Shares Amount EPS Shares Amount EPS
------------- ----------- -------------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations $ 74.7 $ 158.7
Preferred stock dividend requirements (1.7) (1.7)
---------- ----------
73.0 157.0
Share base:
Average Common
Stock outstanding 105,360 105,359
Common Stock equivalent
shares resulting from
outstanding Series A
Warrants, Stock Options,
Restricted Stock and other 76 14
Common Stock issuable upon
conversion of Series B
Preferred Stock 2,926 1.7 2,926 1.7
Common Stock issuable upon
conversion of Senior
Secured Convertible Notes (A) 5,128 3.8
------------ ---------- ------------ ----------
108,362 $ 74.7 113,427 $ 162.5
============ ========== ============ ==========
FULLY DILUTED EARNINGS (LOSS) PER SHARE
Continuing operations $ 0.69 $ 1.44
Discontinued operations - (0.08)
------------- ----------
Net income $ 0.69 $ 1.36
============== ==========
<FN>
(A) Addition of these shares would result in antidilution.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 156
<SECURITIES> 533
<RECEIVABLES> 440
<ALLOWANCES> 17
<INVENTORY> 757
<CURRENT-ASSETS> 1,886
<PP&E> 3,078
<DEPRECIATION> 703
<TOTAL-ASSETS> 5,414
<CURRENT-LIABILITIES> 864
<BONDS> 0
<COMMON> 53
0
1
<OTHER-SE> 1,427
<TOTAL-LIABILITY-AND-EQUITY> 5,414
<SALES> 3,117
<TOTAL-REVENUES> 3,117
<CGS> 2,717
<TOTAL-COSTS> 2,918
<OTHER-EXPENSES> (33)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5
<INCOME-PRETAX> 117
<INCOME-TAX> 42
<INCOME-CONTINUING> 75
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 75
<EPS-PRIMARY> 0.69
<EPS-DILUTED> 0.69
</TABLE>
