========================================================================== LTV BANKRUPTCY NEWS Issue Number 1 -------------------------------------------------------------------------- Copyright 2000 (ISSN XXXX-XXXX) January 2, 2001 -------------------------------------------------------------------------- Bankruptcy Creditors' Service, Inc., Phone 609-392-0900 Fax 609-392-0040 -------------------------------------------------------------------------- LTV BANKRUPTCY NEWS is published by Bankruptcy Creditors' Service, Inc., 24 Perdicaris Place, Trenton, New Jersey 08618, on an ad hoc basis (generally every 10 to 20 days) as significant activity occurs in the Debtors' cases. Each issue is prepared by Peter A. Chapman, Editor. Subscription rate is US$45 per issue. Reproduction of LTV BANKRUPTCY NEWS is prohibited without permission from the publisher. ========================================================================== IN THIS ISSUE ------------- [00001] BACKGROUND & DESCRIPTION OF THE LTV CORPORATION [00002] COMPANY'S CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2000 [00003] COMPANY'S PRESS RELEASE CONCERNING CHAPTER 11 FILING [00004] LTV CHAPTER 11 DATABASE [00005] CONSOLIDATED LIST OF LTV'S 50-LARGEST UNSECURED CREDITORS [00006] DEBTORS' MOTION FOR JOINT ADMINISTRATION OF CHAPTER 11 CASES [00007] JUDGE BODOH GRANTS FIRST DAY RELIEF TO MAINTAIN BUSINESS AS USUAL KEY DATE CALENDAR ----------------- 12/29/00 Voluntary Petition Date 01/13/01 Deadline for filing Schedules of Assets and Liabilities 01/13/01 Deadline for filing Statement of Financial Affairs 01/13/01 Deadline for filing List of Leases and Executory Contracts 01/18/01 Deadline to provide Utility Companies with adequate assurance 01/31/01 1:30 p.m. Final Hearing on Debtors' Use of Cash Collateral 02/27/01 Deadline to assume or reject leases and executory contracts 03/29/01 Deadline for removal of actions pursuant to F.R.B.P. 9027 04/28/01 Expiration of Debtors' Exclusive Period to propose a Plan 06/27/01 Expiration of Debtors' Exclusive Solicitation Period 12/28/02 Deadline for Debtors' Commencement of Avoidance Actions First Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) Bar Date for filing Proofs of Claim Expiration of DIP Financing Facility -------------------------------------------------------------------------- [00000] HOW TO ORDER A SUBSCRIPTION TO LTV BANKRUPTCY NEWS -------------------------------------------------------------------------- LTV BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtors' cases. The subscription rate is $45 per issue. Newsletters are delivered via e-mail; invoices, transmitted with each newsletter issue, arrive by fax. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. To continue receiving LTV BANKRUPTCY NEWS, please complete the form below and return it by fax or e-mail to: Bankruptcy Creditors' Service, Inc. 24 Perdicaris Place Trenton, NJ 08618 Telephone (609) 392-0900 Fax (609) 392-0040 E-mail: peter@bankrupt.com We have published similar newsletters tracking billion-dollar insolvency proceedings since 1990. Currently, we provide similar coverage of the chapter 11 cases involving Wheeling-Pittsburgh Steel, Armstrong Industries, Owens Corning, Safety-Kleen Corp., Fruit of the Loom, Pillowtex Corporation, The Loewen Group International, Inc., Harnischfeger Industries, Inc., ICG Communications, Montgomery Ward, Service Merchandise Company, Vencor, Inc., Sun Healthcare Group, Inc., Mariner Post-Acute & Mariner Health, Integrated Health Services, Genesis Health Ventures, Inc., and Lernout & Hauspie/Dictaphone. ========================================================================== [ ] YES! Please enter my personal subscription to LTV BANKRUPTCY NEWS. Name: ---------------------------------------------- Firm: ---------------------------------------------- Address: ---------------------------------------------- ---------------------------------------------- Phone: ---------------------------------------------- Fax: ---------------------------------------------- E-Mail: ---------------------------------------------- -------------------------------------------------------------------------- [00001] BACKGROUND & DESCRIPTION OF THE LTV CORPORATION -------------------------------------------------------------------------- The LTV Corporation 200 Public Sq. Cleveland, OH 44114-2308 Telephone (216) 622-5000 Fax (216) 622-1931 http://www.ltvsteel.com The LTV Corporation (NYSE: LTV) is a manufacturer with interests in steel and steel-related businesses, employing some 17,650 workers and operating 53 plants in Europe and the Americas. Hot- and cold-rolled products account for 42% of the company's $4 billion in annual sales. LTV operates two integrated steel plants: the Cleveland Works in Cleveland, Ohio, and Indiana Harbor Works in Chicago, Illinois. LTV also makes metal building systems and owns a tin mill and various finishing and processing facilities, including galvanizing and tubular operations. LTV products are used to manufacture car bodies, appliances, and industrial machinery. Tubular products such as pipe and conduits are used in the construction, transportation, and oil and gas industries. The LTV Corporation divides its business into three segments: (A) Integrated Steel Segment -- Roughly 2/3 of Annual Revenues -- Integrated Steel manufactures and sells a diversified line of carbon flat rolled steel products consisting of hot rolled and cold rolled sheet, galvanized and tin mill products. Sales are make primarily to the domestic transportation, appliance, container and electrical equipment markets. LTV Steel Company, Inc. is a company in the Integrated Steel segment. LTV Steel is the nation's third largest integrated steel producer and the second largest producer of flat rolled steel in the United States. The Company is a leading supplier of quality-critical flat rolled steel products used by automotive, appliance and electrical equipment manufacturers, and is an acknowledged leader in quality and service. Principal products include hot rolled, cold rolled and coated steel sheets, including tin-plated steel. LTV Steel is the operator of Cleveland Works and Indiana Harbor Works and various finishing and processing facilities. (B) Metal Fabrication Segment -- Roughly 1/3 of Annual Revenues -- The Metal Fabrication product line includes mechanical and structural tubular products, pipe and conduit for use in transportation, agriculture, oil and gas, and construction industries. The segment also produces bimetallic wire for telecommunications and utilities industries and engineers and manufactures pre-engineered, low-rise steel buildings systems for manufacturing, warehousing and commercials applications. Two entities in the Metal Fabrication Segment are: (1) LTV Copperweld -- http://www.ltvcopperweld.com -- LTV Copperweld is North America's largest manufactuer of steel tubing and the world's largest producer of bimetallic wire for the telecommunications and utilities industries. LTV Copperweld also is the largest producer of structural steel tubing in North America with 23 plants and 3,500 people, the company produces over 1.5 million tons of tubular products annually. LTV Copperweld was created in 1999 following LTV's acquisition of the Copperweld Corporation, Copperweld Canada Inc. and the Welded Tube Co. of America. These new units were combined with LTV's exisitng tubular products operations. (2) VP Buildings, Inc. -- http://www.vp.com -- VP Buildings, Inc. is the nation's second largest manufacturer of pre-engineered metal buildings for low-rise commercial and industrial applications. VP also manufactures steel roofing and other building components. VP Buildings has a growing presence in the international construction market. (C) The Corporate and Other segment consists of steel-related joint ventures, primarily Trico Steel Company. Trico Steel Company began production at its new flat rolled steel plant in Decatur, Alabama, in April 1997. At full capacity the plant can produce up to 2.2 million tons of hot rolled steel products annually in widths up to 65 inches and gauges as thin as one millimeter. The new ultralight gauge hot rolled steel will compete with certain grades of cold rolled steel. LTV owns a 50% interest in Trico Steel and two of the world's leading steel companies - Sumitomo Metal Industries, Ltd. and Corus Group plc (formerly British Steel plc) - each owns a 25% interest. -------------------------------------------------------------------------- [00002] COMPANY'S CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2000 -------------------------------------------------------------------------- THE LTV CORPORATION CONSOLIDATED BALANCE SHEET At September 30, 2000 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 45,000,000 Receivables, less allowance for doubtful accounts 584,000,000 Inventories: Products 725,000,000 Materials, purchased parts and supplies 282,000,000 -------------- Total inventories 1,007,000,000 Prepaid expenses, deposits and other 43,000,000 -------------- Total current assets 1,679,000,000 Investments and advances to affiliates 257,000,000 Goodwill and other intangibles, net of accumulated amortization 344,000,000 Other noncurrent assets 114,000,000 Property, plant and equipment 4,788,000,000 Allowance for depreciation (1,372,000,000) -------------- Total property, plant and equipment 3,416,000,000 -------------- $5,810,000,000 ============== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable $402,000,000 Accrued employee compensation benefits 324,000,000 Other accrued liabilities 229,000,000 Current maturities of debt 27,000,000 -------------- Total current liabilities 982,000,000 -------------- Noncurrent liabilities Long-term debt 1,157,000,000 Postemployment health care and other insurance benefits 1,515,000,000 Pension benefits 621,000,000 Other 455,000,000 -------------- 3,748,000,000 -------------- Shareholders' equity Preferred stock Series A Cumulative convertible (aggregate liquidation value $80) 2,000,000 Series B Convertible (aggregate liquidation value $50) 1,000,000 Common stock (par value $0.50 per share) 53,000,000 Additional paid-in-capital 1,101,000,000 Retained earnings (deficit) (6,000,000) Treasury stock (5 million shares at cost) (65,000,000) Other comprehensive loss and other (6,000,000) -------------- Total shareholders' equity 1,080,000,000 -------------- $5,810,000,000 ============== -------------------------------------------------------------------------- [00003] COMPANY'S PRESS RELEASE CONCERNING CHAPTER 11 FILING -------------------------------------------------------------------------- CLEVELAND, Ohio -- December 29, 2000 -- The LTV Corporation (NYSE: LTV) announced today that the Company and 48 of its wholly owned subsidiaries have filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. In its petitions, filed in the U.S. Bankruptcy Court in the Northern District of Ohio, Eastern Division in Youngstown, LTV attributed the need to reorganize to a weakening U.S. economy and the inaction of the government in enforcing long-established U.S. trade laws. LTV said that unfairly priced imports have driven steel prices to 20-year lows. The situation has become so serious, the Company warned in papers filed with the petitions, that without adequate financing, it may be necessary to immediately shut down all of its integrated steel and metal fabrication plants, layoff all of its 18,000 employees and begin to sell core assets. "This doomsday scenario, however, doesn't need to happen," said William H. Bricker, LTV chairman and chief executive officer. Mr. Bricker said that he is confident that, if reorganization financing measures can be arranged to keep LTV's businesses in operation, the Company can survive, restructure and succeed. Mr. Bricker said that discussions to obtain such financing are continuing. "We are a tough, determined Company, but our industry has changed dramatically in recent months," Mr. Bricker said. "We seek only the time and financial resources to adjust to these changes." Mr. Bricker said LTV must reduce its fixed costs in today's weakened economic environment to compete successfully. In fact, he said, the Company is well along in developing a business plan that will accomplish these goals. He repeated, however, that the Company cannot implement this plan without the financial support of lenders and the political resolve of government. "We ask only that our government do its job by enforcing the law and we'll do ours by making the changes needed to succeed in the new steel market," Mr. Bricker said. "LTV and its employees across the nation have been betrayed by the government's reluctance to take action against the "dumping" of unfairly priced steel in the U.S. market by foreign competitors. How many more U.S. steel companies must be driven into bankruptcy before the government acts?" Mr. Bricker added, that if LTV were to shutdown, the impact would reach far beyond the Company's immediate employees and customers to encompass 70,000 retirees and their families who are now dependent on a variety of Company paid insurance benefit and pension programs. LTV spends about $200 million annually to provide healthcare and other insurance benefits. "We are aware of our responsibility to our retirees and employees under these programs, but we simply do not have the cash to support them," Mr. Bricker said. "The high fixed cost of these programs places LTV at a severe competitive disadvantage in the new global steel market. But we are confident that, given time, LTV can develop a permanent solution to these problems with the cooperation of the government, the steelworkers, and the financial community." Mr. Bricker praised the cooperation of the United Steelworkers of America which is working with LTV in its efforts to restructure. According to Mr. Bricker, LTV is already moving on other key fronts to allow a successful reorganization and to protect the interests of its employees and retirees. Those actions include: -- Exploring alternative ways to maintain healthcare benefit programs for employees and retirees; -- Working with legislators to secure emergency government loan guarantees; -- Forming a taskforce of Company, union, government, employees and retiree representatives to explore options for saving the Company; and -- Issuing urgent requests to both the Clinton and Bush administrations to initiate action to restrain all unfairly traded foreign steel imports. "The entire U.S. steel industry is at risk," said Mr. Bricker. "Every integrated steel company in America carries an enormous burden for our country by providing healthcare and benefit programs for millions of Americans and their families. The impact of unfairly traded foreign steel threatens the continued existence of America's most basic and indispensable industries. America is in danger of becoming as dependent on foreign steel as we are on foreign oil. This is certainly not in the best interest of our nation," Mr. Bricker said. The LTV Corporation is a manufacturing company with interests in steel, metal fabrication and leading steel technologies. LTV's Integrated Steel segment is a leading producer of high-quality, value-added flat rolled steel, and a major supplier to the transportation, appliance, electrical equipment and service center industries. LTV's Metal Fabrication segment consists of LTV Copperweld, the largest producer of tubular and bimetallic products in North America, and VP Buildings, a leading producer of pre-engineered metal buildings for low-rise commercial applications. -------------------------------------------------------------------------- [00004] LTV CHAPTER 11 DATABASE -------------------------------------------------------------------------- Lead Debtor: LTV Steel Company, Inc. Bankruptcy Case Nos.: 00-43866 Debtor Affiliates filing separate chapter 11 petitions: Case No. Debtor Entity -------- ------------- 00-43867 The LTV Corporation 00-43868 Copperweld Bimetallic Products Company 00-43869 Copperweld Corporation 00-43870 Copperweld Equipment Company 00-43871 Copperweld Marketing & Sales Company 00-43872 Copperweld Tubing Products Company 00-43873 Crystalane Inc. 00-43874 Dearborn Leasing Company 00-43875 Erie B Corporation 00-43876 Erie I Corporation 00-43877 Fox Trail Inc. 00-43878 Georgia Tubing Corporation 00-43879 Investment Bankers Inc. 00-43880 J & L Empire, Inc. 00-43881 Jalcite I, Inc. 00-43882 Lalcite II, Inc. 00-43883 Jones & Laughlin Steel Incorporated 00-43884 LTV Blanking Corporation 00-43885 LTV-Columbus Processing, Inc. 00-43886 The LTV Corporation 00-43887 LTV-EGL Holding Company 00-43888 LTV Electro-Galvanizing, Inc. 00-43889 LTV-Escrow, Inc. 00-43890 LTV International, Inc. 00-43891 LTV Pickle, Inc. 00-43892 LTV Properties, Inc. 00-43893 LTV Steel de Mexico, Ltd. 00-43894 LTV Steel Mining Company 00-43895 LTV-Trico, Inc. 00-43896 LTV-Trico Holding, Inc. 00-43897 LTV-Walbridge, Inc. 00-43898 LTVGT, Inc. 00-43899 Metallon Materials Acquisition Corp. 00-43900 Miami Acquisition Corporation 00-43901 Nemacolin Mines Corporation 00-43902 Reomar, Inc. 00-43903 Republic Technology Corporation 00-43904 Southern Cross Investment Company 00-43905 TAC Acquisition Corporation 00-43906 Trico Steel Company, Inc. 00-43907 United Panel, Inc. 00-43908 Varco Pruden International Inc. 00-43909 VP Buildings, Inc. 00-43910 VP-Graham, Inc. 00-43911 Welded Tube Co. of America 00-43912 Welded Tube Holdings, Inc. 00-43913 Youngstown Erie Corporation 00-43914 YST Erie Corporation Chapter 11 Petition Date: December 29, 2000 Court: United States Bankruptcy Court Northern District of Ohio, Youngstown Division U.S. Courthouse and Federal Building 125 Market Street P.O. Box 147 Youngstown, Ohio 44501 (330) 746-7027 Judge: The Honorable William T. Bodoh Circuit: Sixth Debtors' Bankruptcy Counsel: Richard M. Cieri, Esq. David G. Heiman, Esq. Jones, Day, Reavis & Pogue North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone (216) 586-3939 Fax (216) 579-0212 and Jeffrey B. Ellman, Esq. 1900 Huntington Center 41 South High Street Columbus, Ohio 43215 Telephone (614) 469-3939 Fax (614) 461-4198 Debtors' Corporate and Litigation Counsel: Karen E. Wagner, Esq. John Fouhey, Esq. Phillip Mills, Esq. Eric Grossman, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 Telephone (212) 450 4000 Fax (212) 450 3800 U.S. Trustee: Donald M. Robiner, United States Trustee Daniel M. McDermott, Assistant U.S. Trustee United States Trustee -- Region 9 200 Public Square Suite 20-3300 Cleveland, Ohio 44114 Telephone (216) 522-7800 Fax (216) 522-7193 -------------------------------------------------------------------------- [00005] CONSOLIDATED LIST OF LTV'S 50-LARGEST UNSECURED CREDITORS -------------------------------------------------------------------------- Creditor Nature of Debt Claim Amount -------- -------------- ------------ The Chase Manhattan Bank Indenture Trustee for $300,000,000 8.20% Senior Notes due 2007 US Bancorp Indenture Trustee for 275,000,000 11.75% Senior Notes due 2009 Pension Benefit Guaranty Corp. Pension Funding Unliquidated USX Corporation Trade Debt 9,028,125 National Steel Corp. Trade Debt 5,268,443 Credo Synfuel LLC Trade Debt 3,593,220 Interlake Steamship Co. Trade Debt 2,432,881 Citizens Gas & Coke Trade Debt 2,353,632 Southwire Company Trade Debt 2,352,273 Northern Indiana Public Service Co. Trade Debt 2,266,650 Omnisource Corp. Trade Debt 2,218,540 Roll Coater, Inc. Trade Debt 2,049,425 WCI Steel Sales LP Trade Debt 2,034,391 Marsh USA, Inc. Trade Debt 1,792,594 Koppers Industries Inc. Trade Debt 1,751,694 Graycor Industrial Constructors Trade Debt 1,597,955 National Steel Funding Corp. Trade Debt 1,531,291 Marblehead Lime Co. Trade Debt 1,454,851 CSX Transportation Trade Debt 1,448,338 Black Hawk Synfuel LLC Trade Debt 1,181,747 Feralloy Corporation Trade Debt 1,163,642 Norfolk Southern Railway Co. Trade Debt 1,089,353 Energy USA - TPC Trade Debt 1,075,005 Roger & Sons Construction, Inc. Trade Debt 1,057,428 Stein, Inc. Trade Debt 969,402 Bearing Service Co. Trade Debt 905,377 Shiloh Industries, Inc. Trade Debt 887,012 Mid South Wire, Inc. Trade Debt 886,116 Minteq International, Inc. Trade Debt 881,842 Mid-Continent Coal & Coke Co. Trade Debt 875,671 Cozzi Iron & Metal Inc. Trade Debt 868,612 Hoshschild Partners LLC Trade Debt 852,216 Trustees of the United Mine Workers Trade Debt 851,089 Wabash Alloys LLC Trade Debt 816,547 SMI Joist, Inc. Trade Debt 789,201 ESM II LP Trade Debt 728,510 American Metals Corp. Trade Debt 726,138 American Marine Constructors, Inc. Trade Debt 721,910 Premier Enterprises LLC Trade Debt 715,710 WCI Trade Debt 678,606 Venture Fuels/Midwest Energies Trade Debt 624,008 Area Transportation Co. Trade Debt 611,149 Wheatland Tube Co. Trade Debt 605,791 Kataman Metals, Inc. Trade Debt 592,742 Heckett Multiserv, a Harsco Company Trade Debt 588,470 CRST International Trade Debt 582,121 Illinois Power Co. Trade Debt 573,348 Presque Isle Corp. Trade Debt 558,890 WMG, Inc. Trade Debt 523,900 National-Robinson LLC Trade Debt 513,202 -------------------------------------------------------------------------- [00006] DEBTORS' MOTION FOR JOINT ADMINISTRATION OF CHAPTER 11 CASES -------------------------------------------------------------------------- Pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure, the U.S. Bankruptcy Court directs that the US Debtors' 871 chapter 11 cases be consolidated, solely for administrative purposes, under Case No. 00-43866, and that all pleadings and papers be captioned: UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO Youngstown Division In re: : Jointly Administered : Case No. 00-43866 LTV Steel Company, Inc., et al., : : Chapter 11 Debtors. : Judge Bodoh At the First Day Hearing, Judge Bodoh made it clear that his order neither contemplates a substantive consolidation of the Debtors' estates nor prejudices the right of any party-in-interest to seek substantive consolidation. -------------------------------------------------------------------------- [00007] JUDGE BODOH GRANTS FIRST DAY RELIEF TO MAINTAIN BUSINESS AS USUAL -------------------------------------------------------------------------- CLEVELAND, Ohio -- December 29, 2000 -- The LTV Corporation (NYSE: LTV) received Court approval today of an interim order authorizing LTV use of its cash collections from accounts receivable and to obtain post- petition financing. This cash will allow LTV to maintain normal operations of LTV Steel, VP Buildings and LTV Copperweld. The Company will pursue post petition Debtor-in-Possession financing immediately. The Court also approved LTV's requests to honor all current hourly and salaried employee paychecks, expense checks and health benefit claims. Retiree health care benefits continue. "We are very encouraged by the Court's approval of this order and our first day motions. We now have the funds to continue the normal operation of our businesses and develop of a restructuring plan that will result in a viable, successful LTV," said William H. Bricker, LTV's chairman and chief executive officer. Bricker said that LTV's businesses were operating as usual, producing and delivering high quality products to its customers throughout North America. The Company is continuing talks with the United Steelworkers of America, as well as elected federal, local and state legislators to find a solution to the high fixed costs that threaten its survival in this import- saturated market. In addition, the Company made a formal request of both the Clinton and Bush administrations to address the inadequate enforcement of the foreign import laws. The LTV Corporation earlier today filed Chapter 11 petitions for itself and 48 subsidiaries in the U.S. Bankruptcy Court in Youngstown, Ohio. The LTV Corporation is a manufacturing company with interests in steel, metal fabrication and leading steel technologies. LTV's Integrated Steel segment is a leading producer of high-quality, value-added flat rolled steel, and a major supplier to the transportation, appliance, electrical equipment and service center industries. LTV's Metal Fabrication segment consists of LTV Copperweld, the largest producer of tubular and bimetallic products in North America, and VP Buildings, a leading producer of pre-engineered metal buildings for low-rise commercial applications. *** End of Issue No. 1 *** ------------------------------------------------------------------------- Peter A. Chapman peter@bankrupt.com http://bankrupt.com ------------------------------------------------------------------------- Recommended Reading: "Some Famous Medical Trials" by Leonard A. Parry, published by Beard Books. Order your copy of this title today at http://www.amazon.com/exec/obidos/ASIN/1587980312/internetbankrupt -------------------------------------------------------------------------