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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b), (c),
AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. __)
THE LTV CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
501 921 100
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(CUSIP Number)
July 30, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the Rule Pursuant to which this
Schedule is filed.
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
Page 1 of 6 pages
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CUSIP NO. 501 921 100 13G PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Oaktree Capital Management, LLC *
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 5 SOLE VOTING POWER
SHARES 5,318,700
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 5,318,700
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PERSON WITH 8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,318,700
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.33%
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12 TYPE OF REPORTING PERSON
IA/OO
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Page 2 of 6 pages
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Item 1.
(a) Name of Issuer:
THE LTV CORPORATION
(b) Address of Issuer's Principal Executive Offices:
The LTV Corporation
25 West Prospect Avenue
Cleveland, Ohio 44115
Item 2.
(a) Name of Persons Filing:
Oaktree Capital Management, LLC
(b) Address of Principal Business Office of the Reporting Persons:
550 South Hope Street
22nd Floor
Los Angeles, California 90071
(c) Citizenship:
California
(d) Title of Class of Securities:
Common Stock, par value $.50 per share
(e) CUSIP Number:
501 921 100
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) / / Broker or Dealer registered under Section 15 of the Exchange
Act;
(b) / / Bank as defined in section 3(a)(6) of the Exchange Act;
(c) / / Insurance Company as defined in section 3(a)(19) of the
Exchange Act;
(d) / / Investment Company registered under section 8 of the
Investment Company Act;
(e) /X/ Investment Adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) / / An Employee Benefit Plan, or Endowment Fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) / / Parent Holding Company or Control Person in accordance with
13-1(b)(ii)(G);
(h) / / A Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
Page 3 of 6 pages
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(i) / / A Church Plan that is excluded from the definition of an
Investment Company under Section 3(c)(14) of the Investment
Company Act;
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
Item 4. Ownership *
(a) Amount beneficially owned: 5,318,700
(b) Percent of class: 5.33%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
5,318,700
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or direct the disposition of:
5,318,700
(iv) Shared power to dispose or direct the disposition of:
-0-
*Oaktree Capital Management, LLC, a California limited liability
company ("Oaktree") is filing in its capacities (i) as the general partner of
OCM Principal Opportunities Fund, L.P., a Delaware limited partnership
("POF") and OCM Opportunites Fund II, L.P., a Delaware limited partnership
("Opportunities Fund II", and, together with POF, the "Partnerships"), and
(ii) as the investment manager of a third party managed account (the "Oaktree
Account"). The Partnerships and the Oaktree Account together may be deemed to
beneficially own 5,318,700 shares of the Issuer's Common Stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
NOT APPLICABLE.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Oaktree, in its capacities (i) as the general partner of OCM Principal
Opportunities Fund, L.P., a Delaware limited partnership ("POF") and OCM
Opportunities Fund II, L.P., a Delaware limited partnership ("Opportunities
Fund II", and, together with POF, the "Partnerships"), and (ii) as the
investment manager of a third party managed account (the "Oaktree Account"),
may be deemed to beneficially own 5,318,700 shares of the Issuer's Common
Stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
NOT APPLICABLE.
Page 4 of 6 pages
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
NOT APPLICABLE.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 5 of 6 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
August 11, 1998
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ KENNETH LIANG
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Kenneth Liang
Managing Director and General Counsel
Page 6 of 6 pages
