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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Date of Report: November 10, 1999 Commission File Number 1-4368
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
THE LTV CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-1070950
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
200 Public Square
Cleveland, Ohio 44114-2308
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (216) 622-5000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On November 10, 1999, the Company acquired all the capital stock
of Copperweld Corporation and Copperweld Canada Inc. (collectively
"Copperweld") from IMERYS SA (formerly IMETAL SA) for an aggregate cash
purchase price of approximately $650 million, subject to stockholder
equity adjustments. The purchase price was based on a going concern
valuation. Copperweld is a manufacturer of mechanical and structural
steel tubing and a producer of bimetallic wire products.
To help finance the acquisition of Copperweld, together with the
acquisition in October 1999 of Welded Tube Co. of America, another
tubular producer, the Company (i) privately placed $275 million
principal amount of 11-3/4% Senior Notes due 2009 (the "Notes") and $80
million of 8-1/4% Convertible Preferred Stock under Rule 144A and
Regulation S and (ii) entered into a $225 million term loan ("Term
Loan") under a Credit Agreement with a group of lenders (which agreement
was filed as exhibit (10)-(54) to the Company's Report on Form 10-Q for
the third quarter ended September 30, 1999 and is incorporated herein by
reference). Both the Notes and Term Loan are guaranteed by substantially
all the Company's domestic wholly-owned subsidiaries (other than special
purpose subsidiaries established to facilitate the Company's working
capital facilities). Further, the Term Loan was secured by substantially
all the assets of Copperweld and Welded Tube Co. of America (other than
accounts receivable and the real property and associated fixtures at
Welded Tube's Portland facility). Additional funds for the acquisitions
were provided by drawing upon the credit lines of LTV's existing working
capital facilities.
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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
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(Registrant)
By /s/ George T. Henning
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George T. Henning
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: November 22, 1999
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