-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ASL+hRla3rMaMy+GMpk57l9w1RV7l3Agbe43wZm0va84bGZkDqdChEdG2J+e21x8 EXP5fn4SL5c4c+NEdp7HlA== 0000950152-03-006947.txt : 20030721 0000950152-03-006947.hdr.sgml : 20030721 20030721160302 ACCESSION NUMBER: 0000950152-03-006947 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030721 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LTV CORP CENTRAL INDEX KEY: 0000060731 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 751070950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04368 FILM NUMBER: 03794722 BUSINESS ADDRESS: STREET 1: 200 PUBLIC SQUARE STREET 2: P O BOX 655003 CITY: CLEVELAND STATE: OH ZIP: 44115-1069 BUSINESS PHONE: 2166225000 MAIL ADDRESS: STREET 1: 25 WEST PROSPECT AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114-2308 FORMER COMPANY: FORMER CONFORMED NAME: LING TEMCO ELECTRONICS INC DATE OF NAME CHANGE: 19710317 FORMER COMPANY: FORMER CONFORMED NAME: LING TEMCO VOUGHT INC DATE OF NAME CHANGE: 19660907 FORMER COMPANY: FORMER CONFORMED NAME: LING ALTEC ELECTRONICS INC DATE OF NAME CHANGE: 19660907 8-K 1 l02220ae8vk.txt THE LTV CORPORATION 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): July 21, 2003 ------------- THE LTV CORPORATION ------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Delaware 1-4368 75-1070950 -------- -------- ---------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 5800 Lombardo Center, Suite 200, Seven Hills, Ohio 44131 - -------------------------------------------------- --------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (216) 642-7100 --------------- - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. As previously disclosed, on December 29, 2000 The LTV Corporation and 48 of its wholly owned subsidiaries (the "Debtors") filed voluntary petitions for reorganization under Chapter 11 of the federal Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division (the "Bankruptcy Court"). On July 21, 2003, the Debtors submitted to the Bankruptcy Court their Operating Reports for the period ended June 30, 2003, copies of which are attached hereto as Exhibit 99.1 and Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Operating Report for the period ended June 30, 2003 for LTV Integrated Steel Business as filed with the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division 99.2 Operating Report for the period ended May 31, 2003 for LTV Copperweld Business as filed with the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division 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 hereunto duly authorized. THE LTV CORPORATION By: /s/ Glenn J. Moran -------------------------- Date: July 21, 2003 Name: Glenn J. Moran Title: Chief Executive Officer EX-99.1 3 l02220aexv99w1.txt EXHIBIT 99.1 Exhibit 99.1 TRANSMITTAL OF FINANCIAL REPORTS AND CERTIFICATION OF COMPLIANCE WITH UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR THE LTV INTEGRATED STEEL BUSINESS FOR THE PERIOD ENDED JUNE 30, 2003 : IN RE: : CHAPTER 11 : LTV STEEL COMPANY, INC., : JOINTLY ADMINISTERED A NEW JERSEY CORPORATION, ET AL., : CASE NO. 00-43866 -- -- : : DEBTORS. : CHIEF JUDGE WILLIAM T. BODOH As Vice President and Controller of The LTV Corporation ("LTV"), a corporation organized under the laws of the State of Delaware and one of the debtors and debtors in possession in the above-captioned Chapter 11 cases (collectively, the "Debtors"), I hereby affirm that: 1. I have reviewed the following Integrated Steel Business financial reports for June 2003 attached hereto (collectively, the "Statements") - - Cash Receipts and Disbursements and Debtors' Cash Account Balances. 2. The Statements are based on the Debtors' books and records maintained in the ordinary course of business. The statements have been prepared in accordance with normal and customary accounting practices and fairly and accurately reflect the relevant information for the applicable period. 3. The insurance described in Section 4 of the Operating Instructions and Reporting Requirements for Chapter 11 Cases (the "Operating Instructions") issued by the U.S. Trustee remains in force. 4. All postpetition taxes, as described in Sections 1 and 14 of the Operating Instructions, and due prior to the commencement of the LTV Steel Asset Protection Plan, are current and have been paid in the ordinary course of business. 5. No professional fees have been paid without specific court authorization. The Statements were prepared by LTV under my direction and supervision. LTV verifies that, to the best of its knowledge, the information set forth in the Statements is true and correct. Dated: July 18, 2003 /s/ John T. Delmore ---------------------------- John T. Delmore Vice President and Controller The LTV Corporation THE LTV CORPORATION Integrated Steel Business Cash Receipts and Disbursements - June 2003 (Unaudited) ($ in Thousands) Receipts $ 906 --------- Disbursements: Labor 306 Healthcare 712 Non-labor plant expenditures 717 Non-labor administrative expenditures 104 Taxes, insurance and other 439 Interest and bank fees 2 --------- Total 2,280 --------- Receipts less Disbursements (1,374) Beginning cash balance 167,129 --------- Ending cash balance $ 165,755 =========
See accompanying notes to Cash Receipts and Disbursements Schedule. THE LTV CORPORATION Notes to Integrated Steel Business Cash Receipts and Disbursements Schedule - June 2003 On December 7, 2001, the Court entered an order (the "APP Order") authorizing LTV Steel Company, Inc. and its affiliated debtors (collectively, the "Debtors") to implement an asset protection plan (the "APP") for the safe and orderly cessation and winddown of their integrated steel business over a nine-month period (the "APP Period"). On August 30, 2002 the Court entered an order that, among other things, extended the duration of the APP from September 13, 2002 to December 13, 2002. Pursuant to the APP Order, the Debtors hot-idled their primary integrated steel facilities in December 2001 and ceased producing steel. After entry of the APP Order, the Debtors' integrated steel business continued to ship product that remained in inventory, collected receivables and marketed the integrated steel assets for sale under court approved sale procedures. By order dated February 28, 2002, the Court approved the sale of substantially all of the Debtors' integrated steel assets to WLR Acquisition Corp. n/k/a International Steel Group, Inc. ("ISG") for a purchase price of approximately $80 million (of which approximately $11 million has been allocated to the purchase of the assets of certain non-debtor railroads), plus the assumption of certain environmental and other obligations. ISG also purchased inventories which were located at the integrated steel facilities for approximately $52 million. The sale of the Debtors' integrated steel assets to ISG closed in April 2002 and a second closing related to the purchase of the inventory occurred in May 2002. Shareholders will not receive any value as a result of the sale of the Debtors' integrated steel assets to ISG. Under the APP, the Debtors paid expenditures in accordance with a budget negotiated with their postpetition secured lenders (collectively, the "DIP Lenders") for the consensual use of cash collateral to complete the orderly wind down of the integrated steel business, which budget was approved by the Court on December 18, 2001 and subsequently amended from time to time (the "APP Budget"). Pursuant to the APP, the Debtors were also required to fund certain expenditures for professional fees and expenses. On December 31, 2002, substantially all of the assets of the Pipe and Conduit Business, consisting of LTV Tubular Company, a division of LTV Steel Company, Inc., and Georgia Tubing Corporation, were sold to Maverick Tube Corporation for cash of approximately $120 million plus the assumption of certain environmental and other obligations. On October 16, 2002, the Debtors' announced that they intend to reorganize the Copperweld Business as a stand-alone company. A separate plan of reorganization is being developed for the Copperweld Business. See Notes to Copperweld Business Balance Sheet. Because the amount of secured and unsecured debt of the Copperweld Business exceeds the value of the Copperweld Business and its assets, The LTV Corporation's ("LTV") equity in the Copperweld Business is worthless. LTV does not exercise any control over the business or affairs of the Copperweld Business. All business decisions of the Copperweld Business, including those related to its reorganization, are made by the officers and directors of the Copperweld Business and not by those of LTV. In November 2002, the Debtors paid the DIP Lenders the remaining balance due for outstanding loans and in December 2002, the remaining letters of credit were cancelled or cash collateralized. Consequently, the Debtors have no remaining obligation to the DIP Lenders. Pursuant to an order of the Court entered on February 11, 2003, LTV Steel will continue the orderly liquidation and wind down of its businesses. At this time the Debtors are unable to estimate the amount of cash that will be available for distribution to administrative creditors, but LTV Steel believes it will not be able to pay all of its administrative claims in full and will not be able to provide any recovery to the unsecured creditors of LTV Steel. Additionally, the Debtors believe that the value obtained from the liquidation of their remaining assets, including the reorganization of the Copperweld Business, will not be sufficient to provide any recovery for common shareholders of The LTV Corporation. THE LTV CORPORATION Integrated Steel Business - Debtors' Cash Account Balances - June 2003 (Unaudited) ($ in Thousands) National City Corporate $ 1,076 Mellon Bank Corporate 2,488 JP Morgan Chase 160,874 Outstanding Checks (801) Merrill Lynch 1,821 Other 297 --------- Total $ 165,755 =========
EX-99.2 4 l02220aexv99w2.txt EXHIBIT 99.2 Exhibit 99.2 TRANSMITTAL OF FINANCIAL REPORTS AND CERTIFICATION OF COMPLIANCE WITH UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR THE COPPERWELD BUSINESS FOR THE PERIOD ENDED MAY 31, 2003 : IN RE: : CHAPTER 11 : LTV STEEL COMPANY, INC., : JOINTLY ADMINISTERED A NEW JERSEY CORPORATION, ET AL., : CASE NO. 00-43866 -- -- : : DEBTORS. : CHIEF JUDGE WILLIAM T. BODOH As Interim Chief Financial Officer of Copperweld Corporation ("Copperweld"), a corporation organized under the laws of the State of Delaware and one of the debtors and debtors in possession in the above-captioned Chapter 11 cases (collectively, the "Debtors"), I hereby affirm that: 1. I have reviewed the following Copperweld Business financial reports for April 2003 attached hereto (collectively, the "Statements) - Summarized Operating Results, Balance Sheet and Cash Flow. 2. The Statements are based on the Debtors' books and records maintained in the ordinary course of business. The statements have been prepared in accordance with normal and customary accounting practices and fairly and accurately reflect the relevant information for the applicable period. 3. The insurance described in Section 4 of the Operating Instructions and Reporting Requirements for Chapter 11 Cases (the "Operating Instructions") issued by the U.S. Trustee remains in force. 4. All postpetition taxes are current and have been paid in the ordinary course of business. 5. No professional fees have been paid without specific court authorization. The Statements were prepared by Copperweld under my direction and supervision. Copperweld verifies that, to the best of its knowledge, the information set forth in the Statements is true and correct. Dated: July 14, 2003 /s/ James Smith ------------------------------- James Smith Interim Chief Financial Officer Copperweld Corporation THE LTV CORPORATION COPPERWELD BUSINESS OPERATING RESULTS YEAR-TO-DATE (UNAUDITED) ($ IN MILLIONS)
5 Months Ended May 31 ------------------------- 2003 2002 -------- -------- Revenues $ 327.5 $ 336.1 Cost of Sales 323.9 305.4 -------- -------- Gross Profit 3.6 30.7 SG&A 24.0 22.7 Other (income)/expense (2.1) (0.4) Interest Expense 8.5 8.6 Special Charges / Other 6.4 2.6 Chapter 11 Admin Expenses 3.0 0.4 -------- -------- Pretax Income (36.2) (3.2) Tax Provision (2.8) 1.2 -------- -------- Net Income ($ 33.4) ($ 4.4) ======== ========
THE LTV CORPORATION COPPERWELD BUSINESS BALANCE SHEET (UNAUDITED) ($ IN MILLIONS)
May 31 December 31 2003 2002 ------ ----------- Current Assets Cash and cash equivalents ($ 6.4) $ 5.1 Receivables 107.2 89.1 Inventories 121.8 148.6 Prepaid and other current assets 2.9 3.2 ------ ------ 225.5 246.0 ------ ------ Non Current Assets Property, plant and equipment 346.5 350.2 Intangible and other non current assets 59.1 60.3 ------ ------ Total Assets $631.1 $656.5 ====== ====== Current Liabilities Accounts payable $ 42.4 $ 36.8 Other accrued liabilities 19.2 34.5 Current maturities of debt 246.7 259.1 ------ ------ 308.3 330.4 ------ ------ Non Current Liabilities $ 81.9 $ 76.3 Liabilities Subject to Compromise $440.8 $435.8 Total Shareholder's Equity (Deficit) ($199.9) ($186.0) ------ ------ Total Liabilities and Shareholder's Equity $631.1 $656.5 ====== ======
See the accompanying notes to Copperweld Business Balance Sheet. THE LTV CORPORATION Notes to Copperweld Business Balance Sheet - May 2003 The Copperweld Business financial data for the periods presented is unaudited. The Copperweld Business has performed impairment tests of goodwill and determined that impairment existed and, accordingly, recorded the impact as a cumulative effect of a change in accounting principle. As a result, the financial information for 2002 has been restated as of January 1, 2002 and the accounting change has been reflected in the balance sheet as of May 31, 2003. Prior to January 2003, LTV Copperweld had consisted primarily of two businesses - - (1) the Pipe and Conduit Business (consisting of LTV Steel Tubular Company, a division of LTV Steel Company, Inc., and Georgia Tubing Corporation) (the "Pipe and Conduit Business") and (2) the Copperweld Business consisting of Copperweld Corporation, Copperweld Canada Inc. and Welded Tube Holdings, Inc., and their wholly-owned subsidiaries (the "Copperweld Business"). The Pipe and Conduit Business and Copperweld Business collectively were referred to as the "LTV Copperweld Business". On December 31, 2002, substantially all the assets and liabilities of the Pipe and Conduit Business were sold. Any remaining assets and liabilities were retained by LTV Steel or The LTV Corporation and are not part of the ongoing Copperweld Business that is in the process of reorganization. Accordingly, the financial information for all periods presented excludes the Pipe and Conduit Business and only reflects the ongoing Copperweld Business. On October 16, 2002, the Debtors announced that they intend to reorganize the Copperweld Business as a stand-alone company. A separate plan of reorganization is being developed for the Copperweld Business. The Debtors believe that the value obtained from the reorganization of the Copperweld Business will not be sufficient to provide any recovery for the common shareholders of The LTV Corporation ("LTV"). In May 2002, an agreement for a $300.0 million debtor-in-possession financing facility ("Copperweld Facility") was reached with a financial institution and the participants in the LTV secured term loan ("LTV Secured Facility"). The LTV Secured Facility had been used to finance a portion of the 1999 acquisition of the Copperweld Business and was guaranteed by certain wholly owned domestic subsidiaries of LTV including the Copperweld domestic subsidiaries. The LTV Secured Facility had a balance of $193.9 million that was "rolled into" the Copperweld Facility. The Copperweld Facility includes a revolving credit facility in the amount of $106.1 million, a portion of which may be used to issue letters of credit. The amount that may be borrowed may be limited by the amount of available receivables and inventory. Interest is based on LIBOR plus 3.25%. Borrowings under the Copperweld Facility are secured by the assets of the Copperweld Business. Copperweld Corporation, Copperweld Canada Inc. and Welded Tube Holdings, Inc. are the borrowers under the Copperweld Facility. As of May 31, 2003, borrowings outstanding under the Copperweld Facility were $246.7 million, including the $193.9 million term loan, and $1.3 million of letters of credit were outstanding. Some of the borrowings under the revolving portion of the facility were used to repay a portion of the LTV debtor-in-possession facility that had been guaranteed by the Copperweld domestic subsidiaries and secured by receivables of Copperweld and to reimburse LTV Steel for certain inventory purchases. The Copperweld Facility can not be used to fund expenses of LTV Steel's former integrated steel operations. On May 15, 2003, the Court granted interim approval to extend the maturity of the Copperweld Facility to December 16, 2003. At the final hearing for the extension on June 3, 2003, the court granted approval. The extended Copperweld Facility agreement contains various restrictive covenants and requires Copperweld to achieve, commencing as of May 1, 2003, certain EBITDA targets throughout the term of the agreement and requires Copperweld to achieve certain benchmarks with respect to a plan of reorganization. Specifically, Copperweld has agreed to file a plan of reorganization and disclosure statement on or before August 4, 2003 and to request that the Court commence a hearing on such disclosure statement no later than September 9, 2003. The extended Copperweld Facility also requires a commitment reduction of up to $20.0 million provided that certain amounts are paid to Copperweld in connection with the resolution of intercompany claims. As part of the Copperweld Business restructuring, two cost reduction programs were announced in May 2003. First, the Birmingham, Alabama tubular facility was closed and a Warn Notice was issued. This will result in the elimination of fifty employees. Secondly, the employment of 21 full time employees and 10 full time contracted employees was terminated at the Pittsburgh Headquarters. Effective July 1, Copperweld entered into a new lease at its Pittsburgh headquarters, reducing space from two floors to one floor with options to terminate the lease at 24 and 48 months. The new lease was approved by the Court on June 24, 2003. THE LTV CORPORATION COPPERWELD BUSINESS YEAR-TO-DATE CASH FLOW (UNAUDITED) ($ IN MILLIONS)
5 Months Ended May 31 -------------------- 2003 2002 ------ ------ Net Income (Loss) ($33.4) ($ 4.4) Non Cash Special Charge 0.0 2.6 Depreciation and Amortization 15.8 14.8 (Increase) Decrease in Receivables (18.1) (29.8) (Increase) Decrease in Inventories 26.9 14.5 Increase (Decrease) in Payables 5.6 10.5 Other Changes 9.1 (7.1) ------ ------ Cash Provided by Operations 5.9 1.1 ------ ------ Investing Activities: Capital Spending (4.2) (6.9) Financing Activities: Borrowings under Debt Facilities 337.5 268.8 Rollover of the Term Loan 0.0 (193.9) Repayment of Revolver Portion of Facility (349.9) (32.4) Debt Issuance Cost (0.9) (3.7) Payments of Intercompany Advances 0.0 (46.7) ------ ------ Net Cash Flow ($11.6) ($13.7) ====== ======
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