As filed with the Securities and Exchange Commission on March 29, 2000
Registration No. 333-93901
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 3 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE LTV CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
Delaware 331 75-1070950
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
</TABLE>
200 Public Square
Cleveland, Ohio 44114
(216) 622-5000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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Glenn J. Moran
Senior Vice President, General
Counsel and Secretary
The LTV Corporation
200 Public Square
Cleveland, Ohio 44114
(216) 622-5000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
James A. Florack
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier registration
statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration number for the same
offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
<TABLE>
======================================================================================================================
Proposed
Maximum Proposed Maximum
Amount to be Offering Price Aggregate Amount of
Title of Shares to be Registered Registered for Unit (1)(2) Offering Price (1)(2) Registration Fee (3)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
8 1/4% Series A Cumulative
Convertible Preferred Stock......... 1,600,000 shares $ 50.00 $ 80,000,000 $ 21,120
Common Stock, par value $0.50 per
share underlying Preferred Stock.... (4),(5) Not applicable Not applicable Not applicable
======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee.
(2) Exclusive of accrued interest and distributions, if any.
(3) Calculated pursuant to Rule 457(c) of the rules and regulations under the
Securities Act of 1933.
(4) Under Rule 457(i), no additional registration fee is required in connection
with the registration of our common stock issuable upon conversion of
the preferred stock being registered hereunder.
(5) 21,768,000 shares of common stock are issuable initially upon conversion
of the preferred stock being registered hereunder at the conversion rate
of 13.605 shares of common stock for each preferred stock. An
indeterminate number of shares of common stock as may be issuable upon
conversion of the preferred stock are registered hereunder, including
shares as may be issuable pursuant to antidilution adjustments. The
common stock issuable upon conversion of the preferred stock, if issued,
will be issued for no additional consideration.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, or
until the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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<PAGE>
The purpose of this Amendment No. 3 is solely to file certain exhibits to
the Registration Statement as set forth in Item 16 of Part II.
Part II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of estimated expenses to be paid by the
Registrant in convection with the issuance and distribution of the securities
being registered.
SEC registration fee...........................................$ 21,120
Printing and engraving expenses................................$ 50,000
Legal fees and expenses of LTV.................................$ 40,000
Accountants' fees and expenses.................................$ 50,000
Miscellaneous..................................................$ 5,000
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Total.....................................................$166,120
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Item 15. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporations Law ("Delaware
Law") permits a corporation to include in its certificate of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not eliminate or limit the
liability of a director for any breach of the director's duty of loyalty to the
corporation or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, for the
payment of unlawful dividends, or for any transaction from which the director
derived an improper personal benefit.
Section 145 of the Delaware Law permits a corporation to indemnify any of
its directors or officers who was or is a party, or is threatened to be made a
party to any third party proceeding by reason of the fact that such person is
or was a director or officer of the corporation, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reason to believe that such person's conduct was unlawful. In a derivative
action, i.e., one by or in the right of a corporation, the corporation is
permitted to indemnify directors and officers against expenses (including
attorneys' fees) actually and reasonably incurred by them in connection with
the defense or settlement of an action or suit if they acted in good faith and
in a manner that they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors or officers are fairly
and reasonably entitled to indemnity for such expenses despite such
adjudication of liability. A corporation may purchase indemnity insurance.
The Company's Amended and Restated Certificate of Incorporation provides
in effect for the indemnification by the Company of each director and officer
of the Company to the fullest extent permitted by applicable law.
II-1
<PAGE>
Item 16. Exhibits
Exhibit
No. Document
- ------- --------
1.1** Registration Rights Agreement dated as of November 2, 1999 among The
LTV Corporation and the Initial Purchasers
4.1 Certificate of Designations for the Preferred Stock, dated as of
November 5, 1999 (1) 4.2 Form of Preferred Stock (included in Exhibit
4.1)
5.1* Opinion of Davis Polk & Wardwell regarding the validity of the
Preferred Stock and common stock being registered
8.1** Opinion of Davis Polk & Wardwell as to certain tax matters
12.1** Statement Re: Computation of Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends
23.1* Consent of Davis Polk & Wardwell (contained in their opinion filed as
Exhibit 5.1)
23.2** Consent of Ernst & Young LLP
24.1** Power of Attorney for LTV
* Filed herewith.
** Previously filed.
(1) Incorporated by reference to LTV's Quarterly Report on Form 10-Q for
the three months ended September 30, 1999, filed with the SEC on
November 15, 1999.
Item 17. 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; (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.
Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 s(a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective
amendment of 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provision, or otherwise,
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 a claim for
indemnification against such liabilities (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 questions whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, Ohio, on the 29th day of March, 2000.
THE LTV CORPORATION
By: /s/ GLENN J. MORAN
--------------------------------
Glenn J. Moran
Senior Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ * Chairman of the Board of Directors March 29, 2000
- ---------------------------------- and Chief Executive Officer
Peter Kelly
/s/ GLENN J. MORAN Senior Vice President, General March 29, 2000
- ---------------------------------- Counsel and Secretary
Glenn J. Moran
/s/ * Vice President and Controller March 29, 2000
- ----------------------------------
Eric W. Evans
/s/ * Vice President and Chief Financial March 29, 2000
- ---------------------------------- Officer
George T. Henning
/s/ * Director March 29, 2000
- ----------------------------------
Colin C. Blaydon
/s/ * Director March 29, 2000
- ---------------------------------
William H. Bricker
/s/ * Director March 29, 2000
- ----------------------------------
John E. Jacob
/s/ * Director March 29, 2000
- ----------------------------------
Edward C. Joullian III
/s/ * Director March 29, 2000
- ----------------------------------
M. Thomas Moore
/s/ * Director March 29, 2000
- ----------------------------------
Vincent A. Sarni
/s/ * Director March 29, 2000
- ----------------------------------
Samuel K. Skinner
II-4
<PAGE>
<S> <C> <C>
/s/ * Director March 29, 2000
- ----------------------------------
Stephen B. Timbers
/s/ * Director March 29, 2000
- ----------------------------------
Farah M. Walters
*by: /s/ GLENN J. MORAN Director March 29, 2000
- ----------------------------------
Glenn J. Moran
Attorney-in-fact
</TABLE>
II-5
<PAGE>
Exhibit Index
Exhibit
No. Document
- ------- --------
1.1** Registration Rights Agreement dated as of November 2, 1999 among The
LTV Corporation and the Initial Purchasers
4.1 Certificate of Designations for the Preferred Stock, dated as of
November 5, 1999 (1) 4.2 Form of Preferred Stock (included in Exhibit
4.1)
5.1* Opinion of Davis Polk & Wardwell regarding the validity of the
Preferred Stock and common stock being registered
8.1** Opinion of Davis Polk & Wardwell as to certain tax matters
12.1** Statement Re: Computation of Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends
23.1* Consent of Davis Polk & Wardwell (contained in their opinion filed as
Exhibit 5.1)
23.2** Consent of Ernst & Young LLP
24.1** Power of Attorney for LTV
* Filed herewith.
** Previously filed.
(1) Incorporated by reference to LTV's Quarterly Report on Form 10-Q for
the three months ended September 30, 1999, filed with the SEC on
November 15, 1999.
E-1
EXHIBIT 5.1
[LETTERHEAD OF DAVIS POLK & WARDWELL]
March 29, 2000
The LTV Corporation
200 Public Square
Cleveland, OH 44114
Ladies and Gentlemen:
We have acted as special counsel for The LTV Corporation (the
"Company") in connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act").
The Registration Statement relates to registration under the Securities Act of
(i) the resale of the Company's 8 1/4% Series A Cumulative Convertible
Preferred Stock, liquidation preference $50 per share (the "Preferred Shares")
by certain holders of such Preferred Shares and (ii) the issuance of Common
Stock upon the conversion of the Preferred Shares.
The Preferred Shares were issued pursuant to a Certificate of
Designations dated as of November 5, 1999 and filed with the Secretary of State
of the State of Delaware.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officals and other instruments as we have deemed
necessary of advisable for the purpose of rendering this opinion.
Based upon the foregoing we are of the opinion that:
1. The Preferred Shares have been duly authorized by the Company and
are legally issued, fully paid and non-assessable.
2. The shares of Common Stock issuable upon conversion of the
Preferred Shares have been duly authorized by the Company and such Common
Stock, when issued upon conversion of the Preferred Shares in accordance with
the terms of the Preferred Shares, will be validly issued, fully paid and
non-assessable. The issuance of such Common Stock upon such conversion will not
be subject to preemptive or similar rights.
<PAGE>
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the General
Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, we consent to the reference to us under
the caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement.
This opinion is rendered to you in connection with the above matter
and may not be relied upon for any other purpose.
Very truly yours,
/s/ Davis Polk & Wardwell
2
