<PAGE> 1
As filed with the Securities and Exchange Commission on January 24, 1997
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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>
<CAPTION>
<S> <C> <C>
Delaware 331 75-1070950
(State or other jurisdiction of (Primary standard Industrial (IRS Employer
incorporation or organization) Classification Code Number Identification No.)
</TABLE>
200 Public Square
Cleveland, Ohio 44114-2308
(216)622-5000
(Address and telephone number of registrant's principal executive offices)
THE LTV CORPORATION
SALARIED EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
Glenn J. Moran, Esquire
Senior Vice President, General Counsel and Secretary
The LTV Corporation
200 Public Square
Cleveland, Ohio 44114-2308
(216)622-5000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum Amount of
Title of each class of Amount to be offering price aggregate Registration
Securities to be registered Registered(1) per unit(2) offering Fee(2)
price(2)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.50 per share 1,000,000 $12.0625 $12,062,500 $4,159.48
- ------------------------------------------------------------------------------------------------------
<FN>
(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.
(2) Estimated pursuant to Rule 457 of the General Rules and Regulations under
the Securities Act of 1933 solely for the purpose of computing the
registration fee, based on the average of the high and low sale prices of
the securities being registered hereby on the Composite Tape on January
22, 1997.
</TABLE>
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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, 1995;
(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, 1995;
(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. As of January 23, 1997, Mr. Moran owned 6,569 shares of Common Stock
and had options to purchase 38,000 additional shares. Additionally, as of such
date, Mr. Moran held 184 phantom derivative securities.
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.
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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
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:
Exhibit
No.
- -------
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 and Exhibit 3.1 to the Company's Report on Form 10-Q for the
quarter ended September 30, 1996
4.3 The LTV Corporation Salaried Employee Stock Option Plan (included
herein)
4.4 Form of Stock Option Certificate (included herein)
5 Opinion of Glenn J. Moran (legality) (included herein)
23(a) Consent of Ernst & Young LLP, independent auditors (included herein)
23(b) Consent of Glenn J. Moran (included in Exhibit 5)
24 Powers of Attorney (included on page 5)
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");
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<PAGE> 4
(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,
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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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 24th day of January
1997.
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 any 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 executive 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.
Signature Title Date
- --------- ----- ----
/s/ DAVID H. HOAG Chairman, President, Chief January 24, 1997
- ---------------------- Executive Officer and Director
(David H. Hoag) (Principal Executive Officer)
/s/ ARTHUR W. HUGE Senior Vice President, January 24, 1997
- ---------------------- Chief Financial Officer
(Arthur W. Huge) (Principal Financial Officer and
Principal Accounting Officer)
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Signature Title Date
- --------- ----- ----
/s/ GEORGE T. HENNING Vice President and Controller January 24, 1997
- ----------------------
(George T. Henning)
/s/ EDGAR L. BALL Director January 24, 1997
- ----------------------
(Edgar L. Ball)
/s/ COLIN C. BLAYDON Director January 24, 1997
- ----------------------
(Colin C. Blaydon)
/s/ WILLIAM H. BRICKER Director January 24, 1997
- -----------------------
(William H. Bricker)
/s/ JOHN C. EVANS Director January 24, 1997
- ----------------------
(John C. Evans)
/s/ JOHN E. JACOB Director January 24, 1997
- -----------------------
(John E. Jacob)
/s/ EDWARD C. JOULLIAN III Director January 24, 1997
- --------------------------
(Edward C. Joullian III)
/s/ M. THOMAS MOORE Director January 24, 1997
- -----------------------
(M. Thomas Moore)
/s/ HAROLD A. POLING Director January 24, 1997
- -----------------------
(Harold A. Poling)
/s/ VINCENT A. SARNI Director January 24, 1997
- -----------------------
(Vincent A. Sarni)
/s/ SAMUEL K. SKINNER Director January 24, 1997
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(Samuel K. Skinner)
/s/ PAUL G. STERN Director January 24, 1997
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(Paul G. Stern)
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Signature Title Date
- --------- ----- ----
/s/ STEPHEN B. TIMBERS Director January 24, 1997
- ----------------------
(Stephen B. Timbers)
/s/ FARAH M. WALTERS Director January 24, 1997
- ----------------------
(Farah M. Walters)
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Exhibit 4.3
THE LTV CORPORATION
SALARIED EMPLOYEES' STOCK OPTION PLAN
(Effective January 24, 1997)
<PAGE> 2
THE LTV CORPORATION
SALARIED EMPLOYEES' STOCK OPTION PLAN
(Effective January 24, 1997)
TABLE OF CONTENTS
Page
1. Purpose.................................................................-1-
2. Definitions.............................................................-1-
3. Stock Available Under the Plan..........................................-2-
4. Option Rights...........................................................-3-
5. Transferability.........................................................-3-
6. Fractional Shares.......................................................-4-
7. Participation by Employees of a Less-Than-80% Affiliate.................-4-
8. Certain Terminations of Employment, Hardship and Approved
Leaves of Absence.......................................................-4-
9. Foreign Employees.......................................................-4-
10. Administration of the Plan..............................................-5-
11. Amendments and Other Matters............................................-5-
12. Unfunded Status of the Plan.............................................-5-
13. Change in Control Provisions............................................-6-
14. Adjustments.............................................................-6-
15. Withholding Taxes.......................................................-6-
16. General Provisions......................................................-7-
17. Proceeds and Expenses...................................................-7-
18. Severability............................................................-7-
19. Construction............................................................-7-
<PAGE> 3
THE LTV CORPORATION
SALARIED EMPLOYEES' STOCK OPTION PLAN
(EFFECTIVE JANUARY 24, 1997)
1. PURPOSE. The LTV Corporation, a Delaware Corporation, hereby adopts
The LTV Corporation Salaried Employees' Stock Option Plan effective January 24,
1997. The purpose of the Plan is to attract, retain and motivate employees of
The LTV Corporation and its Affiliates and to promote ownership and holding of
Stock of the Corporation by employees, thereby reinforcing a mutuality of
interest with other stockholders.
2. DEFINITIONS.
(a) As used in the Plan,
"AFFILIATE" means a corporation, partnership, joint venture,
unincorporated association or other entity in which the Corporation has a direct
or indirect ownership or other equity interest.
"BOARD" means the Board of Directors of the Corporation.
"CODE" means the Internal Revenue Code of 1986, as amended.
"COMMITTEE" means the committee described in Section 10(a).
"CORPORATION" means The LTV Corporation, a Delaware corporation, or
its successor or successors.
"DATE OF GRANT" means the date specified by the Committee on which a
grant of Option Rights shall become effective, which shall not be earlier than
the date on which the Committee takes action with respect thereto.
"DISABILITY" means a condition which entitles an Optionee to
benefits under the disability income plan of the Corporation or an Affiliate.
"FAIR MARKET VALUE" means, with respect to a share of Stock as of
any given day (i) the last reported closing price for a share of Stock on the
New York Stock Exchange for the day as of which such determination is being made
or, if there was no sale of Stock so reported for such day, on the most recently
preceding day on which there was such a sale; or if the Stock is not listed or
admitted to trading on the New York Stock Exchange on the day as of which the
determination is being made, the amount determined by the Committee to be the
fair market value of a share of Stock on such day, or (ii) if greater, the
lowest price necessary to avoid any adjustment in the exercise price or exercise
quantity of the
<PAGE> 4
Series A Warrants pursuant to the Warrant Agreement dated as of June 28, 1993
between the Corporation and Society Bank.
"LESS-THAN-80% AFFILIATE" means an Affiliate with respect to which
the Corporation directly or indirectly owns or controls less than 80 % of the
total combined voting or other decision-making power.
"OPTION CERTIFICATE" means a written certificate issued by the
Corporation which is approved in accordance with Section 4 and which sets forth
the terms and conditions of an Option Right.
"OPTIONEE" means a person who is a salaried employee of the
Corporation or any Affiliate, who is not a participant in the Long-Term
Incentive Program component of The LTV Corporation Management Incentive Program,
and who is in a class designated by the Committee to be issued Option
Certificates.
"OPTION PRICE" means the purchase price payable upon the exercise of
an Option Right.
"OPTION RIGHT" means the right to purchase shares of Stock upon
exercise of an option granted pursuant to Section 4.
"PLAN" means The LTV Corporation Salaried Employees' Stock Option
Plan (Effective January 24, 1997) adopted by the Board on such date, as it may
be amended from time to time.
"RETIREMENT" means retirement from active employment with the
Corporation and each of its Affiliates on or after attainment of age 65, unless
an earlier retirement is provided for in an Option Certificate.
"STOCK" means (i) shares of the common stock of the Corporation, par
value $.50 per share, and (ii) any security into which Stock may be converted by
reason of any transaction or event of the type referred to in Section 14.
3. STOCK AVAILABLE UNDER THE PLAN.
(a) Subject to adjustment as provided in Section 14, the number of
shares of Stock authorized for issuance under the Plan is 1,000,000 shares of
Stock, which may be Stock of original issuance or Stock held in treasury or a
combination thereof. If any award terminates, expires or is cancelled with
respect to any Stock, new awards may thereafter be granted covering such shares
of Stock.
(b) Upon the full or partial payment of any Option Price by the
transfer to the Corporation of shares of Stock or upon satisfaction of tax
withholding provisions in connection with any such exercise or any other payment
made or benefit realized under the Plan by the transfer or relinquishment of
shares of Stock, there shall be deemed to have
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<PAGE> 5
been issued or transferred under the Plan only the net number of shares of Stock
actually issued or transferred by the Corporation.
4. OPTION RIGHTS. The Committee may from time to time authorize
grants to Optionees of options to purchase shares of Stock subject to Section 3
upon such terms and conditions as the Committee may determine in accordance with
the following provisions:
(a) Each grant shall specify an Option Price per share of Stock,
which shall be equal to or greater than the Fair Market Value per share of Stock
on the Date of Grant.
(b) Each grant shall specify the form of consideration to be paid in
satisfaction of the Option Price and the manner of payment of such
consideration, which may include cash in the form of currency or certified or
cashier's check or other cash equivalent acceptable to the Committee,
nonforfeitable, unrestricted shares of Stock (including by attestation), which
are already owned by the Optionee and have a value at the time of exercise that
is equal to the Option Price, any other legal consideration, that the Committee
may deem appropriate, on such basis as the Committee may determine in accordance
with the Plan and any combination of the foregoing.
(c) Any grant may provide for deferred payment of the Option Price
from the proceeds of sale through a bank or broker on the date of exercise of
some or all of the shares of Stock to which the exercise relates.
(d) Successive grants may be made to the same Optionee regardless of
whether any Option Rights previously granted to such Optionee remain
unexercised.
(e) Each grant shall specify the period or periods of continuous
employment of the Optionee by the Corporation or any Affiliate that are
necessary before the Option Rights shall become exercisable, and any grant may
provide for the earlier exercisability of such rights in the event of
Retirement, death or Disability of the Optionee or a change in control of the
Corporation or other similar transaction or event. Unless otherwise determined
by the Committee at or after grant, no option shall be exercisable during the 6
months following the date of the granting of the option.
(f) Option Rights granted under the Plan are not intended to qualify
under particular provisions of the Code.
(g) Each grant shall be evidenced by an Option Certificate.
5. TRANSFERABILITY.
(a) No Option Right awarded under the Plan shall be transferable by
an Optionee other than by will or the laws of descent and distribution. Option
Rights shall be exercisable during an Optionee's lifetime only by the Optionee
or, in the event of the
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<PAGE> 6
Optionee's legal incapacity, by his guardian or legal representative acting in a
fiduciary capacity on behalf of the Optionee under state law and court
supervision.
(b) Any Option Right made under the Plan may provide that all or any
part of the shares of Stock that are to be issued or transferred by the
Corporation upon the exercise of Option Rights shall be subject to further
restrictions upon transfer.
6. FRACTIONAL SHARES. The Corporation shall not be required to issue
any fractional shares of Stock pursuant to the Plan. The Committee may provide
for the elimination of fractions or for the settlement thereof in cash.
7. PARTICIPATION BY EMPLOYEES OF A LESS-THAN-80% AFFILIATE. As a
condition to the effectiveness of any grant to be made hereunder to an Optionee
who is an employee of a Less-Than-80% Affiliate, regardless whether such
Optionee is also employed by the Corporation or another Affiliate, the Committee
may require the Less-Than-80% Affiliate to agree to transfer to the Optionee
(as, if and when provided for under the Plan and any applicable agreement
entered into between the Optionee and the Less-Than-80% Affiliate pursuant to
the Plan) the shares of Stock that would otherwise be delivered by the
Corporation upon receipt by the Less-Than-80% Affiliate of any consideration
then otherwise payable by the Optionee to the Corporation. Any such grant may be
evidenced by an agreement between the Optionee and the Less-Than-80% Affiliate,
in lieu of the Corporation, on terms consistent with the Plan and approved by
the Committee and the Less-Than-80% Affiliate. All shares of Stock so delivered
by or to a Less-Than-80% Affiliate will be treated as if they had been delivered
by or to the Corporation for purposes of Section 3 and all references to the
Corporation in the Plan shall be deemed to refer to the Less-Than-80% Affiliate
except with respect to the definitions of the Board and the Committee and in
other cases where the context otherwise requires.
8. CERTAIN TERMINATIONS OF EMPLOYMENT, HARDSHIP AND APPROVED LEAVES OF
ABSENCE. Notwithstanding any other provision of the Plan to the contrary, the
Committee may, in its discretion, provide in any Option Certificate that, in the
event of termination of employment by reason of Retirement, death, Disability,
early retirement, termination of employment to enter public service or leave of
absence, or in the event of hardship or other special circumstances, of an
Optionee who holds an Option Right that is not immediately and fully
exercisable, any limitation or requirement with respect to any Option Right
under the Plan may be waived or modified.
9. FOREIGN EMPLOYEES. In order to facilitate the making of any grant or
combination of grants under this Article, the Committee may provide for such
special terms for awards to Optionees who are foreign nationals, or who are
employed by the Corporation or any Affiliate outside of the United States of
America, as the Committee may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Moreover, the Committee may
approve such supplements to, or amendments, restatements or alternative versions
of, the Plan as it may consider necessary or appropriate for such purposes
without thereby affecting the terms of the Plan as in effect for any other
purpose, and the Secretary or other appropriate officer of the Corporation may
certify any such
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<PAGE> 7
document as having been approved and adopted in the same manner as the Plan. No
such special terms, supplements, amendments, or restatements shall include any
provisions that are inconsistent with the terms of the Plan, as then in effect,
unless the Plan could have been amended to eliminate such inconsistency without
further approval by the shareholders of the Corporation where such approval
would be required for such provisions to be effective.
10. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Compensation and
Organization Committee of the Board. A majority of the Committee shall
constitute a quorum, and the acts of the members of the Committee who are
present at any meeting thereof at which a quorum is present, or acts unanimously
approved by the members of the Committee in writing, shall be the acts of the
Committee.
(b) The interpretation and construction by the Committee of any
provision of the Plan or of any Option Certificate, agreement, notification or
document evidencing the grant of Option Rights and any determination by the
Committee pursuant to any provision of the Plan or any such Option Certificate,
agreement, notification or document, shall be final and conclusive. No member of
the Committee shall be liable for any such action taken or determination made in
good faith.
11. AMENDMENTS AND OTHER MATTERS.
(a) The Plan may be amended, altered or discontinued at anytime and
from time to time by the Board. Without limiting the generality of the
foregoing, the Committee may amend the Plan to eliminate provisions which are no
longer necessary as a result of changes in tax or securities laws or
regulations, or in the interpretation thereof.
(b) With the concurrence of the affected Optionee, the Committee may
cancel any Option Certificate or agreement evidencing Option Rights granted
under the Plan. In the event of such cancellation, the Committee may authorize
the granting of new Option Rights hereunder, which may or may not cover the same
number of shares of Stock that had been the subject of the prior award, at such
Option Price and subject to such other terms, conditions and discretions as
would have been applicable under the Plan had the cancelled Option Rights or
other awards been granted.
(c) The Plan shall not confer upon any Optionee any right with
respect to continuance of employment or other service with the Corporation or
any Affiliate and shall not interfere in any way with any right that the
Corporation or any Affiliate would otherwise have to terminate any Optionee's
employment or other service at any time.
12. UNFUNDED STATUS OF THE 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 Corporation, nothing contained in the Plan shall give
any such Optionee any rights that are greater than those of a general creditor
of the Corporation.
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<PAGE> 8
13. CHANGE IN CONTROL PROVISIONS. The Committee, in its discretion, may
provide at the time of a grant of any Option Right under the Plan that the terms
of the Option Right, including, but not limited to, the method of determining
Fair Market Value, or the date on which an Option Right vests or becomes
exercisable, may be modified in the event of a change in control. Except as
otherwise provided under the Plan, the Committee may determine at any time at or
after the grant of an Option Right under the Plan, (a) the criteria used to
determine whether a change in control has occurred, and (b) whether a change in
control has in fact occurred.
14. ADJUSTMENTS. The Committee may make or provide for such adjustments
in the (a) number of shares of Stock covered by outstanding Option Rights
granted hereunder, (b) prices per share applicable to such Option Rights, and
(c) kind of shares (including shares of another issuer) covered thereby, as the
Committee in its sole discretion may in good faith determine to be equitably
required in order to prevent dilution or enlargement of the rights of Optionees
that otherwise would result from (i) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure
of the Corporation, (ii) any merger, consolidation, spin-off, spin-out,
split-off, split-up, reorganization, partial or complete liquidation or other
distribution of assets, issuance of rights or warrants to purchase securities or
(iii) any other corporate transaction or event having an effect similar to any
of the foregoing. In the event of any such transaction or event, the Committee
may provide in substitution for any or all outstanding Option Rights under the
Plan such alternative consideration as it may in good faith determine to be
equitable under the circumstances and may require in connection therewith the
surrender of all Option Rights so replaced. Moreover, the Committee may on or
after the Date of Grant provide in the Option Certificate or agreement
evidencing any Option Right under the Plan that the holder of the Option Right
may elect to receive an equivalent award in respect of securities of the
surviving entity of any merger, consolidation or other transaction or event
having a similar effect, or the Committee may provide that the holder will
automatically be entitled to receive such an equivalent award. In any case, such
substitution of securities shall not require the consent of any person who is
granted awards pursuant to the Plan.
15. WITHHOLDING TAXES. To the extent that the Corporation is required
to withhold federal, state, local or foreign taxes in connection with any
payment made or benefit realized by an Optionee or other person under the Plan,
and the amounts available to the Corporation for such withholding are
insufficient, it shall be a condition to the receipt of such payment or the
realization of such benefit that the Optionee or such other person make
arrangements satisfactory to the Corporation for payment of the balance of such
taxes required to be withheld. At the discretion of the Committee, such
arrangements may include relinquishment of a portion of such benefit. The
Corporation and any Optionee or such other person may also make similar
arrangements with respect to the payment of any taxes with respect to which
withholding is not required.
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16. GENERAL PROVISIONS.
(a) The Committee may require each person purchasing shares of Stock
pursuant to an Option Right or otherwise under the Plan to represent to and
agree with the Corporation 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 the Exchange Act, any stock exchange upon which the
shares of Stock are 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 the Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.
(c) At the time of grant, the Committee may provide in connection
with any grant made under the Plan that the shares of Stock received as a result
of such grant shall be subject to a right of first refusal, pursuant to which
the Optionee shall be required to offer to the Corporation any shares of Stock
that the Optionee wishes to sell, with the price being the then Fair Market
Value of the shares of Stock, subject to such other terms and conditions as the
Committee shall specify at the time of grant.
(d) The Plan and all awards made and actions taken thereunder shall
be governed by and construed in accordance with the laws of the State of
Delaware, to the extent not preempted by federal law.
17. PROCEEDS AND EXPENSES. The proceeds received by the Corporation
from the sale of shares of Stock pursuant to the exercise of Option Rights shall
be used for general corporate purposes. The Corporation shall bear any expenses
associated with the administration of the Plan.
18. SEVERABILITY. If any provision of the Plan shall be held illegal
or invalid for any reason, such illegality or invalidity shall not affect the
remaining provisions of the Plan, but the Plan shall be construed and enforced
as if such illegal or invalid provision had never been included herein.
19. CONSTRUCTION. The masculine gender, where appearing in the Plan,
shall be deemed to include the feminine gender and the singular shall be deemed
to include the plural, unless the context clearly indicates to the contrary.
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The undersigned does herewith execute The LTV Corporation Salaried
Employees' Stock Option Plan (Effective January 24, 1997).
ATTEST THE LTV CORPORATION
/s/ Hal C. Hedrick, Jr. /s/ David H. Hoag
_______________________ __________________________________
Assistant Secretary Chairman of the Board of Directors
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<PAGE> 1
Exhibit 4.4
CERTIFICATE OF Certificate No.__________
STOCK OPTION
THE LTV CORPORATION
SALARIED EMPLOYEES' STOCK OPTION PLAN
This Certificate of Stock Option ("Certificate") is issued by
The LTV Corporation ("Corporation") under The LTV Corporation Salaried
Employees' Stock Option Plan ("Plan") to [ Name, SS# ] and is subject to the
following terms and conditions:
1. GRANT OF OPTION RIGHTS. On January 24, 1997 ("Date of
Grant"), the employee designated above ("Optionee") was granted an option to
purchase ("Option Rights") 300 shares of common stock of the Corporation, par
value $0.50 per share, at a price of $________ per share ("Option Shares"). The
Option Rights granted hereunder are intended to be nonqualified stock options
and shall not be treated as an "incentive stock option" within the meaning of
that term under Section 422 of the Internal Revenue Code of 1986.
2. TERM AND VESTING OF OPTION RIGHTS. Except as otherwise
provided in Section 4, the Optionee may exercise the Option Rights with respect
to all or any portion of the Option Shares on any date that is at least 3 years
after the Date of Grant but not more than 10 years after the Date of Grant.
3. EXERCISE OF OPTION RIGHTS. (a) The Optionee may exercise
the Option Rights by:
(1) giving notice to the Corporation in accordance with
procedures established by the Corporation specifying the number of
Option Shares to be purchased; and
(2) providing payment of the Option Price for the Option
Shares by cash or certified or cashier's check or other cash
equivalent acceptable to the Corporation payable to the order of the
Corporation, by Stock (including by attestation) owned by the
Optionee, by any combination of Stock and cash or certified or
cashier's check, or by sale of shares of Stock acquired in the
exercise of an Option Right; or
(3) providing for deferred payment of the Option Price from
the proceeds of sale through a bank or broker on the date of exercise
of some or all of the shares of Stock to which the exercise relates.
<PAGE> 2
(b) Upon the Corporation's determination that there has been a
valid exercise of all or a portion of the Option Rights, the Corporation will
issue certificates in the Optionee's name for the Stock relating to the
exercised portion of the Option Rights, adjusted for any shares of Stock sold or
withheld in connection with such exercise.
4. TERMINATION OF EMPLOYMENT. (a) Upon the Optionee's
termination of employment with the Corporation and each Affiliate for reasons of
Retirement, death or Disability, the remaining unexercised portion of the Option
Rights will immediately vest (if not vested) and become exercisable by the
Optionee, or the estate of the Optionee, as the case may be, until the earlier
of 5 years from the date of such termination or 10 years from the Date of Grant.
(b) Notwithstanding the provisions of Subsection (a) of this
Section, all of the Option Rights covered by this Certificate will immediately
vest upon any change in control of the Corporation that will occur while the
Optionee remains employed by the Corporation or an Affiliate. For the purposes
of this Certificate, the term "change in control" shall have the meaning given
such term under The LTV Corporation Supplemental Management Retirement Plan.
(c) Upon the Optionee's termination of employment with the
Corporation and its Affiliates for any reason other than Retirement, death or
Disability, the remaining unexercised portion of the Option Rights will be
exercisable by the Optionee (if vested at the date of such termination) until
the earlier of 3 months from the date of such termination or 10 years from the
Date of Grant, as long as the Optionee's termination of employment with the
Corporation and its Affiliates is involuntary and without cause. If the
Optionee's termination of employment with the Corporation and its Affiliates is
either voluntary or for cause, the Option Right will terminate in its entirety
at the time of such termination, notwithstanding any other provision of this
Certificate. For purposes of this Certificate, the term "cause" means, in
connection with an involuntary termination by the Corporation or an Affiliate of
the Optionee's employment, (i) the willful and continued failure by the Optionee
to perform substantially the duties of the Optionee's position or (ii) the
willful engaging by the Optionee in conduct which is demonstrably injurious to
the Corporation or an Affiliate, monetarily or otherwise.
(d) Option Rights, to the extent unexercised as of the earlier
of the date immediately following the end of the stipulated periods of exercise
provided in Subsections (a), (b) and (c) of this Section or 10 years from the
Date of Grant, will lapse and be forfeited.
5. RESTRICTIONS ON TRANSFER OF OPTION RIGHTS. The Option
Rights subject to this Certificate may not be transferred, sold, pledged,
exchanged, assigned or otherwise encumbered or disposed of by the Optionee;
provided, however, that the Optionee's interest in the Option Rights covered by
this Certificate may be transferred at any time by will or the laws of descent
and distribution. Any purported transfer, encumbrance or other disposition of
the Option Rights covered by this Certificate that is in violation of this
Section
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<PAGE> 3
will be null and void, and the other party to any such purported transaction
will not obtain any rights to or interest in the Option Rights covered by this
Certificate.
6. COMPLIANCE WITH LAW. The Corporation will make reasonable
efforts to comply with all applicable federal and state securities laws;
provided, however, notwithstanding any other provision of this Certificate, the
Corporation will not be obligated to issue any Stock pursuant to this
Certificate if the issuance thereof would result in a violation of any such law.
7. ADJUSTMENTS. The Committee will make any adjustments in the
Option Price and in the number and kind of Option Shares covered by this
Certificate that the Committee may determine to be equitably required to prevent
dilution or enlargement of the Optionee's rights under this Certificate that
would result from any (a) stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Corporation,
(b) merger, consolidation, spin-off, spin-out, split-off, split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or warrants to purchase securities, or (c) other corporate
transaction or event having an effect similar to any of the foregoing.
Furthermore, in the event that any transaction or event described or referred to
in the immediately preceding sentence will occur, the Committee may provide in
substitution for any or all of the Optionee's rights under this Certificate such
alternative consideration as it may in good faith determine to be equitable
under the circumstances and may require in connection therewith the surrender of
all grants so replaced.
8. WITHHOLDING TAXES. To the extent that the Corporation is
required to withhold federal, state, local or foreign taxes in connection with
Stock obtained upon the exercise of an Option Right, and the amounts available
to the Corporation for such withholding are insufficient, it will be a condition
to the receipt of such Stock that the Optionee make arrangements satisfactory to
the Corporation for payment of the balance of such taxes required to be
withheld. If necessary, the Committee may require relinquishment of a portion of
such Stock. The Optionee may elect to satisfy all or any part of any such
withholding obligation by surrendering to the Corporation a portion of the Stock
that is issued or transferred, and the Stock so surrendered by the Optionee will
be credited against any such withholding obligation at the Fair Market Value per
share of such Stock on the date of such surrender.
9. CONTINUOUS EMPLOYMENT. For purposes of this Certificate,
the continuous employment of the Optionee with the Corporation or an Affiliate
will not be deemed to have been interrupted, and the Optionee will not be deemed
to have ceased to be an employee of the Corporation or an Affiliate, by reason
of the transfer of his employment among the Corporation and its Affiliates or an
approved leave of absence.
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<PAGE> 4
10. CLAIM TO AWARDS AND EMPLOYMENT RIGHTS. The Plan will not
confer upon any Optionee any right with respect to the continuance of employment
or other service with the Corporation or any Affiliate and will not interfere in
any way with any right that the Corporation or any Affiliate would otherwise
have to terminate any employment or other service of the Optionee at any time.
11. RELATION TO OTHER BENEFITS. Any economic or other benefit
to the Optionee under this Certificate will not be taken into account in
determining any benefits to which the Optionee may be entitled under any
profit-sharing, retirement or other benefit or compensation plan maintained by
the Corporation or an Affiliate and will not effect the amount of any life
insurance coverage available to any beneficiary under any life insurance plan
covering employees of the Corporation or any Affiliate.
12. NOTICES. Any notice necessary under this Certificate will
be addressed to the Corporation or the Committee at the principal executive
office of the Corporation and to the Optionee at the address appearing in the
personnel records of the Corporation for such Optionee, or to either party at
such other address as either party may designate in writing to the other. Any
such notice will be deemed effective upon receipt thereof by the addressee.
13. CERTIFICATE SUBJECT TO THE PLAN; DEFINITIONS. The Option
Rights granted under this Certificate and all of the terms and conditions hereof
are subject to all of the terms and conditions of the Plan. In the event of any
inconsistency between this Certificate and the Plan, the terms of the Plan will
govern. All terms used herein with initial capital letters have the meanings
assigned to them in the Plan or in this Certificate.
14. AMENDMENTS. Any amendment to the Plan will be deemed to be
an amendment to this Certificate to the extent that the amendment is applicable
hereto; provided, however, that no amendment will adversely affect the rights of
the Optionee under this Certificate without the Optionee's consent.
15. SEVERABILITY. In the event that one or more of the
provisions of this Certificate is invalidated for any reason by a court of
competent jurisdiction, any provision so invalidated will be deemed to be
separable from the other provisions hereof, and the remaining provisions hereof
will continue to be valid and fully enforceable.
16. GOVERNING LAW. This Certificate will be construed and
governed in accordance with the laws of the State of Delaware.
This Certificate is executed as of the Date of Grant.
THE LTV CORPORATION
By:____________________
Title:
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Exhibit 5
The LTV Corporation
200 Public Square
Cleveland, Ohio 44114-2308
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, 1,000,000 shares (the "Shares") of
Common Stock ($0.50 par value) of the Corporation issuable pursuant to the
Salaried Employee Stock Option Plan (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
<PAGE> 1
EXHIBIT 23(a)
We consent to the incorporation by reference in the Registration Statement
(Form S-8 dated January 24, 1997) pertaining to The LTV Corporation Salaried
Employee Stock Option Plan of our report dated January 23, 1997, 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,
1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Cleveland, Ohio
January 23, 1997
