-----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, MARe2i1SJ44fkYH70m78q4l4PG75m3DWyQU+dXKsnX6C+/CIuZUjkAQ0h0oDfuJm J/S3gRWsiAn9sTJEVj65Jw== 0000950152-02-003443.txt : 20020430 0000950152-02-003443.hdr.sgml : 20020430 ACCESSION NUMBER: 0000950152-02-003443 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020429 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020429 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: 02625236 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 VOUGHT INC DATE OF NAME CHANGE: 19660907 FORMER COMPANY: FORMER CONFORMED NAME: LING ALTEC ELECTRONICS INC DATE OF NAME CHANGE: 19660907 FORMER COMPANY: FORMER CONFORMED NAME: LING TEMCO ELECTRONICS INC DATE OF NAME CHANGE: 19710317 8-K 1 l94201ae8-k.txt LTV CORPORATION CURRENT REPORT ON FORM 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): April 29, 2002 THE LTV CORPORATION. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-4368 75-1070950 - ------------------------------- ----------- ------------- (State or Other Jurisdiction of (Commission (IRS Employer Incorporation) File Number) Identification No.) 6801 Brecksville Road Independence, 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 April 29, 2002, the Debtors submitted to the Bankruptcy Court their Operating Report for the period ended March 31, 2002, a copy of which is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Operating Report for the period ended March 31, 2002 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: April 29, 2002 Name: Glenn J. Moran Title: Chief Executive Officer EX-99.1 3 l94201aex99-1.txt EX-99.1 PRESS RELEASE Exhibit 99.1 TRANSMITTAL OF FINANCIAL REPORTS AND CERTIFICATION OF COMPLIANCE WITH UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR THE PERIOD ENDED DECEMBER 31, 2001 AND MARCH 31, 2002 : 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 statements for the periods ended and as of December 31, 2001 and March 31, 2002 attached hereto (collectively, the "Statements"): Integrated Steel Business -- Cash Receipts and Disbursements and Debtors' Cash Account Balances; The LTV Corporation -- Consolidated Liabilities; LTV Copperweld Business -- Summarized Operating Results Month and Year-to-Date, 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. As agreed with the Office of the United States Trustee (the "U.S. Trustee"), the Debtors will submit a Statement of Compensation only when necessary or appropriate to revise or update the information previously provided to the U.S. Trustee. 4. 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. 5. All postpetition taxes, as described in Sections 1 and 14 of the Operating Instructions, are current and have been paid in the ordinary course of business. 6. 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: April 29, 2002 /s/ John T. Delmore -------------- ------------------- John T. Delmore Vice President and Controller The LTV Corporation THE LTV CORPORATION Integrated Steel Business Cash Receipts and Disbursements (Unaudited) ($ in Thousands)
1st Quarter 2002 2001 ----------------------------------------------- December(1) January February March ----------- ----------- ----------- ----------- Receipts $ 127,798 $ 111,621 $ 115,263 $ 49,897 ----------- ----------- ----------- ----------- Disbursements: Labor 14,391 16,517 11,736 3,006 Healthcare 9,498 22,904 23,191 23,136 Non-labor plant hot-idle and other expenditures 14,015 18,092 17,195 9,241 Non-labor administrative expenditures 1,496 8,690 5,709 1,902 Chapter 11 professional fees and expenses -- 2,519 4,063 1,285 Funding of accounts pursuant to APP 2,167 39,732 5,759 900 Interest and bank fees -- 2,338 3,299 658 ----------- ----------- ----------- ----------- Total 41,567 110,792 70,952 40,128 ----------- ----------- ----------- ----------- Receipts less Disbursements 86,231 829 44,311 9,769 Beginning cash balance 125,446 211,677 116,074 70,097 Less: Repayment of Secured Bank Facility -- (96,432) (90,288) (13,633) ----------- ----------- ----------- ----------- Ending cash balance $ 211,677 $ 116,074 $ 70,097 $ 66,233 =========== =========== =========== =========== Balance due under Secured Bank Facility including outstanding letters of credit $ 456,276 $ 355,534 $ 265,246 $ 251,213 =========== =========== =========== ===========
See accompanying notes to Cash Receipts and Disbursement Schedule. (1) For the period from the effective date of the APP (December 7, 2001). Notes to Integrated Steel Business Cash Receipts and Disbursements Schedule 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"). 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 Integrated Steel Group, Inc. ("ISG") for a purchase price of approximately $80 million (a portion of which will be allocated to the purchase of the assets of certain non-debtor railroads), plus the assumption of certain environmental and other obligations. ISG will also purchase inventories which are located at the integrated steel facilities for approximately $52 million. The sale of the Debtors' integrated steel assets to ISG closed on April 12, 2002. A second closing related to the purchase of the inventory by ISG and the nondebtor railroads is expected to close in May 2002. Under the APP, the Debtors are paying expenditures of their integrated steel business 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 winddown 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"). The APP and the APP Budget contemplated that the Debtors' integrated steel facility in Hennepin, Illinois would be hot-idled for the entire APP Period and that integrated steel facilities in East Chicago, Indiana and Cleveland, Ohio would be hot idled through February 28, 2002. Since February 28, 2002 through the date of the sale, ISG paid the incremental hot-idle costs for these facilities and the Debtors' coke facility in Warren, Ohio, which was also sold to ISG. The Debtors' coke facility in Chicago, Illinois was cold-idled in February 2002 and was not sold to ISG. The Debtors' Tubular Business and the business of Debtor Copperweld Corporation and its subsidiaries (collectively, "LTV Copperweld") continue to operate. The assets of the LTV Copperweld businesses are currently being actively marketed for sale. The Debtors currently are unable to make an accurate estimate of the amount that ultimately will be realized from the sale of the remaining inventory and other assets or the collection of receivables. The Debtors are also currently unable to make an accurate estimate of the amount of their pre- and post-petition liabilities. Accordingly, at this time the Debtors are currently unable to estimate the amount of cash that will be available for distribution to creditors after satisfaction of the DIP Lenders' claims in full, which DIP lenders' claims as of December 28, 2001 aggregated $456.3 million and as of March 31, 2002 aggregated $251.2 million. Additionally, the Debtors believe that the value obtained from the liquidation of their assets, including the sale of the assets of the LTV Copperweld businesses, will not be sufficient to provide any recovery for common shareholders. Shareholders will not receive any value as a result of the sale of the Debtors' integrated steel assets to ISG. Pursuant to the APP, the Debtors are also required to fund certain expenditures from the above proceeds for professional fees and expenses, employee retention, a government regulation reserve account for environmental obligations, a defense fund for Debtors' directors and officers and a warranty fund. THE LTV CORPORATION Integrated Steel Business - Debtors' Cash Account Balances (Unaudited) ($ in Thousands)
Balance Month end ----------------------------------------------------------------- 2001 2002 ----------- ----------------------------------------------- December January February March ----------- ----------- ----------- ----------- National City Corporate $ 82 $ 1,512 $ 1,355 $ 2,602 Mellon Bank Corporate 20,202 4,361 11,713 6,516 Mellon Bank Lockbox 668 2,587 2,005 83 JP Morgan Chase 25,207 111,630 62,622 59,515 Outstanding Checks (2,796) (4,462) (7,988) (2,873) Investments: Goldman Sachs 55,058 -- -- -- Dreyfus 98,672 -- -- -- Chase Metlife and Aetna 1,735 -- -- -- National City Payroll Direct Deposit 4,866 -- -- -- Mellon Hourly Wage Payroll 3,468 -- -- -- PNC Salary Payroll 1,699 -- -- -- Mellon Tax Account 2,198 -- -- -- Imprest Funds and Other 618 446 390 390 ----------- ----------- ----------- ----------- Total $ 211,677 $ 116,074 $ 70,097 $ 66,233(a) =========== =========== =========== ===========
(a) On April 3, 2002, a $29,447 paydown on the Secured Bank Facility was made. THE LTV CORPORATION Consolidated Liabilities as of December 31, 2001 (Unaudited) ($ in Thousands)
Post- Pre- Petition Petition Total ----------- ----------- ----------- Accounts Payable $ 117,070 $ 312,927 $ 429,997 Accrued Employee Wages and Benefits 48,617 297,025 345,642 Pensions 6,784 726,704 733,488 Other Post-Employment Obligations 46,507 1,595,572 1,642,079 Taxes other than Income 54,925 90,048 144,973 Accrued Interest 3,862 10,805 14,667 Other Accrued Liabilities 66,516 227,610 294,126 Unsecured Debt -- 571,983 571,983 Secured Debt: Debtor-in-Possession Facility 355,679 -- 355,679 Term Loan 193,875 -- 193,875 ----------- ----------- ----------- Total $ 893,835 $ 3,832,674 $ 4,726,509 =========== =========== ===========
Note: These amounts reflect the consolidated figures identified in the Debtors' books and records as of December 31, 2001 and do not reflect the reduction of these liabilities or the incurrence of additional liabilities after that date. Among other things, these figures do not reflect any claims arising from the termination of certain of the Debtors' pension plans on March 31, 2002 or additional unknown claims that may be asserted against the Debtors, including environmental claims and any potential claims asserted pursuant to the administrative claim bar date established as May 20, 2002 by order of the Court dated March 7, 2002. Also included in the post-petition amounts are approximately $101 million of liabilities related to non-debtor affiliates of the Debtors. THE LTV CORPORATION LTV Copperweld Business Summarized Operating Results Year-to-Date (Unaudited) ($ in Millions)
12 Months ended December 31 ---------------------------- 2001 2000 ----------- ----------- Revenues $ 1,011.5 $ 1,250.7 EBIT 12.5 42.6 EBITDA 59.4 88.2 =========== ===========
THE LTV CORPORATION LTV Copperweld Business Balance Sheet (Unaudited) ($ in Millions)
December 31 ---------------------------- 2001 2000 ----------- ----------- Current Assets Cash and cash equivalents $ 16.4 $ 5.1 Receivables 115.8 144.2 Inventories 183.2 195.0 Prepaid and other current assets 1.0 4.0 ----------- ----------- 316.4 348.3 ----------- ----------- Non Current Assets Property, plant and equipment 399.9 442.9 Intangible and other non current assets 226.7 257.5 ----------- ----------- Total Assets $ 943.0 $ 1,048.7 =========== =========== Current Liabilities Accounts payable $ 29.7 $ 41.3 Other accrued liabilities 30.3 15.6 ----------- ----------- 60.0 56.9 ----------- ----------- Non Current Liabilities 405.2 399.2 Liabilities Subject to Compromise 306.5 354.9 Total Shareholder's Equity 171.3 237.7 ----------- ----------- Total Liabilities and Shareholder's Equity $ 943.0 $ 1,048.7 =========== ===========
Note: The Debtors believe that the value obtained from the liquidation of the assets of the LTV Copperweld businesses will not be sufficient to provide any recovery for common shareholders of The LTV Corporation. THE LTV CORPORATION LTV Copperweld Business Cash Flow (Unaudited) ($ in Millions)
December 2001 ------------------------------ Month Year-to-Date ----------- ------------ Net Income (Loss) $ (31.3) $ (32.0) Non Cash Special Charge 23.7 23.7 Depreciation and Amortization 4.4 46.9 (Increase) Decrease in Receivables 9.1 28.4 (Increase) Decrease in Inventories (31.0) 11.8 Increase (Decrease) in Payables 4.8 (11.6) Other Changes 5.2 1.0 ----------- ----------- Cash Provided by Operations (15.1) 68.2 Investing/Financing Activities: Capital Spending (2.8) (24.1) Intercompany Settlements 27.3 (32.8) ----------- ----------- Net Cash Flow $ 9.4 $ 11.3 =========== ===========
-----END PRIVACY-ENHANCED MESSAGE-----