DESCRIPTION OF PREFERRED STOCK

The following is a summary of certain provisions of the Certificate of Designations and the Preferred Stock. A copy of the Certificate of Designations is available upon request to the Company at the address set forth under "Where You Can Find More Information." The following summary of certain provisions of the Certificate of Designations does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Certificate of Designations. As used in this section, the term "the Company" refers to The LTV Corporation and not any of its subsidiaries.

GENERAL

There are 1,600,000 shares of the Company's 8 1/4% Series A Cumulative Convertible Preferred Stock, $1.00 par value per share, designated as "8 1/4% Series A Cumulative Convertible Preferred Stock" outstanding. The Preferred Stock was issued pursuant to a Certificate of Designations dated as of November 5, 1999. The Preferred Stock is validly issued, fully paid and nonassessable. The holders of the Preferred Stock have no preemptive or preferential right to purchase or subscribe for stock, obligations, warrants or other securities of the Company of any class. The Preferred Stock is eligible for trading in The PORTAL Market.

The transfer agent for the Preferred Stock is ChaseMellon Shareholder Services LLC, unless and until a successor is selected by the Company (the "Transfer Agent").

RANKING

The Preferred Stock, with respect to dividend distributions and distributions upon the liquidation, winding-up and dissolution of the Company, ranks (i) senior to all classes of common stock of the Company and to each other class of capital stock or series of preferred stock established after the date of this prospectus by the Board of Directors the terms of which do not expressly provide that it ranks senior to or on a parity with the Preferred Stock as to dividend distributions and distributions upon the liquidation, winding-up and dissolution of the Company (collectively referred to with the common stock of the Company as "Junior Securities"); (ii) on a parity with the Company's Series B Preferred Stock and any additional shares of the Preferred Stock issued by the Company in the future and any other class of capital stock or series of preferred stock issued by the Company established after the date of this prospectus by the Board of Directors, the terms of which expressly provide that such class or series will rank on a parity with the Preferred Stock as to dividend distributions and distributions upon the liquidation, winding-up and dissolution of the Company (collectively referred to as "Parity Securities"); and (iii) junior to each class of capital stock or series of preferred stock issued by the Company established after the date of this prospectus by the Board of Directors the terms of which expressly provide that such class or series will rank senior to the Preferred Stock as to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Company (collectively referred to as "Senior Securities"). The Preferred Stock is subject to the issuance of series of Junior Securities, Parity Securities and Senior Securities, provided that the Company may not issue any new class of Senior Securities without the approval of the holders of at least 66 2/3% of the shares of Preferred Stock then outstanding, voting or consenting, as the case may be, together as one class.

No dividend whatsoever shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any outstanding share of the Preferred Stock with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid, or declared and a sufficient sum set apart for the payment of such dividend, upon all outstanding shares of Senior Securities.

DIVIDENDS

The holders of the Preferred Stock are entitled to receive, when, as and if dividends are declared by the Board of Directors out of funds of the Company legally available therefor, cumulative dividends from the issue date of the Preferred Stock accruing at the rate per annum of 8.25% of the liquidation preference per share, payable quarterly in arrears on each February 15, May 15, August 15 and November 15, commencing on February 15, 2000 (each, a "Dividend Payment Date"). If any such date is not a business day, such payment shall be made on the next succeeding business day, to the holders of record as of the next preceding February 1, May 1, August 1 and November 1 (each, a "Record Date"). Dividends payable on the Preferred Stock will be computed on the basis of a 360-day year consisting of twelve 30-day months and will be deemed to accrue on a daily basis.

Dividends on the Preferred Stock will accrue whether or not the Company has earnings or profits, whether or not there are funds legally available for the payment of such dividends and whether or not dividends are declared. Dividends will accumulate to the extent they are not paid on the Dividend Payment Date for the period to which they relate. The Certificate of Designations provides that the Company will take all actions required or permitted under applicable law to permit the payment of dividends on the Preferred Stock.

No dividend whatsoever shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any outstanding share of the Preferred Stock with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid, or declared and a sufficient sum set apart for the payment of such dividend, upon all outstanding shares of Preferred Stock. Unless full cumulative dividends on all outstanding shares of Preferred Stock for all past dividend periods shall have been declared and paid, or declared and a sufficient sum for the payment thereof set apart, then: (i) no dividend (other than a dividend payable solely in shares of any Junior Securities or Parity Securities or a partial dividend on Parity Securities that is paid pro rata on the Preferred Stock) shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any shares of Junior Securities or Parity Securities, respectively; (ii) no other distribution shall be declared or made upon, or any sum set apart for the payment of any distribution upon, any shares of Junior Securities or Parity Securities, other than a distribution consisting solely of Junior Securities or Parity Securities, respectively; (iii) no shares of Junior Securities or Parity Securities or any warrants, rights, calls or options exercisable for or convertible into any Junior Securities or Parity Securities shall be purchased, redeemed or otherwise acquired (excluding an exchange for shares of other Junior Securities or Parity Securities, respectively) by the Company or any of its subsidiaries; and (iv) no monies shall be paid into or set apart or made available for a sinking or other like fund for the purchase, redemption or other acquisition of any shares of Junior Securities or Parity Securities or any warrants, rights, calls or options exercisable for or convertible into any Junior Securities or Parity Securities by the Company or any of

its subsidiaries. Holders of the Preferred Stock will not be entitled to any dividends in excess of the full cumulative dividends as herein described.

The Company's ability to pay dividends on the Preferred Stock is limited by the terms of the New Bank Financing, the Company's 8.20% Senior Notes due 2007 and the New Senior Notes, and may further be limited by debt agreements that the Company may enter into in the future. See "Risk Factors -- Our ability to pay dividends on our capital stock is limited."

REDEMPTION

Optional Redemption. The Preferred Stock may be redeemed, in whole or from time to time in part, at the option of the Company (the "Optional Redemption") at any time on or after November 18, 2004, at a redemption price equal to the percentage of the liquidation preference set forth below, in each case, together with accumulated and unpaid dividends (including an amount equal to a prorated dividend for any partial dividend period) and Preferred Stock Liquidated Damages, if any, to the date of redemption, upon not less than 30 nor more than 60 days' prior written notice, if redeemed during the 12-month period commencing on November 18 of the years set forth below:

YEAR                                                          PERCENTAGE
----                                                          ----------
2004........................................................    104.13%
2005........................................................    103.30
2006........................................................    102.48
2007........................................................    101.65
2008........................................................    100.83
2009 and thereafter.........................................    100.00

No Optional Redemption may be authorized or made unless, prior to giving the applicable redemption notice, all accumulated and unpaid dividends for periods ended prior to the date of such redemption notice shall have been paid in cash. In the event of partial redemptions of Preferred Stock, the shares to be redeemed will be determined pro rata or by lot, as determined by the Company, provided that the Company may redeem all shares held by holders of fewer than 100 shares of Preferred Stock (or by holders that would hold fewer than 100 shares of Preferred Stock following such redemption) prior to its redemption of other shares of Preferred Stock.

METHOD OF PAYMENTS

The Company will make each dividend payment (including any Preferred Stock Liquidated Damages) and Optional Redemption payment on the Preferred Stock in cash. The Company will make a public announcement no later than the close of business on the tenth business day prior to the Record Date for each dividend as to whether it will pay such dividend.

PROCEDURE FOR REDEMPTION

On and after a redemption date, unless the Company defaults in the payment of the applicable redemption price, dividends will cease to accrue on shares of Preferred Stock

called for redemption and all rights of holders of such shares will terminate except for the right to receive the redemption price, without interest; provided, however, that if a notice of redemption has been given and an amount in cash equal to the full redemption price shall have been segregated and irrevocably set apart by the Company in trust for the benefit of holders of the Preferred Stock called for redemption, then at the close of business on the day on which such funds are so segregated and set apart, the holders of the shares to be redeemed shall cease to be stockholders of the Company and shall be entitled, subject to their rights of conversion, to receive only the redemption price for their shares on the redemption date. The Company will make a public announcement of the redemption and send a written notice thereof by first class mail to each holder of record of shares of Preferred Stock not fewer than 30 days nor more than 60 days prior to the date fixed for such redemption. Shares of Preferred Stock issued and reacquired will, upon compliance with the applicable requirements of law, have the status of authorized but unissued shares of preferred stock of the Company undesignated as to series and may with any and all other authorized but unissued shares of preferred stock of the Company be designated or redesignated and issued, as part of any series of preferred stock of the Company.

CONVERSION RIGHTS

Each share of Preferred Stock is convertible (unless previously redeemed), in whole or from time to time in part, at any time at the option of the holder thereof, into that number of shares of common stock of the Company equal to $50.00 (the liquidation preference per share of Preferred Stock) divided by the conversion price then applicable. A holder's right to convert shares of Preferred Stock called for redemption will terminate at the close of business on the business day preceding the redemption date and will be lost if not exercised prior to that time, unless the Company defaults in making the payment due upon redemption.

The initial conversion price is $3.675 per share, and the number of shares of common stock into which each share of Preferred Stock is initially convertible is 13.605. The conversion price will be subject to adjustment in certain events, including: (i) the payment of dividends (and other distributions) in common stock on any class of capital stock of the Company other than the payment of any regularly scheduled dividend on any other preferred stock which does not trigger any anti-dilution provisions in any other security; (ii) the issuance to all holders of common stock of rights, warrants or options entitling them to subscribe for or purchase common stock at less than the Average Market Value; (iii) subdivisions, combinations and reclassifications of common stock; (iv) distributions to all holders of common stock of evidences of indebtedness of the Company, shares of capital stock, securities, cash or property (excluding any dividends, rights, warrants, options or distributions referred to in clause (i) or (ii) above and any dividend or distribution paid exclusively in cash to all holders of common stock in an aggregate amount that, together with (A) other all-cash distributions made within the preceding 12 months in respect of which no adjustment has been made and (B) any cash and the fair market value, as of the expiration of the tender or exchange offer referred to below, of consideration payable in respect of any tender or exchange offer by the Company or a subsidiary of the Company of the common stock concluded within the preceding 12 months in respect of which no adjustment has been made, exceeds 15.0% of the Company's aggregate market capitalization (such aggregate market capitalization being the product of the Average Market Value of the common stock determined as of the Record Date for such dividend or distribution multiplied by the number of shares of common stock then outstanding) on

the date of such distribution); and (v) the successful completion of a tender or exchange offer made by the Company or any subsidiary of the Company for the common stock which involves an aggregate consideration that, together with (X) any cash and the fair market value of other consideration payable in respect of any preceding 12 months in respect of which no adjustment has been made and (Y) the aggregate amount of any all-cash distribution to all holders of the common stock made within the preceding 12 months in respect of which no adjustment has been made, exceeds 15.0% of the Company's aggregate market capitalization on the expiration of such tender or exchange offer.

"Average Market Value" of the common stock will mean the arithmetic average of the Current Market Value of the common stock for the ten trading days ending on the fifth trading day prior to the date of the event requiring such calculation.

"Current Market Value" of the common stock will mean for any day (i) the volume weighted average price, as quoted in Bloomberg Financial Markets, or (ii) the average of the high and low sale prices of the common stock, if reported on any national securities exchange.

No adjustment of the conversion price will be required to be made until cumulative adjustments amount to 1% or more of the conversion price as last adjusted. Notwithstanding the foregoing, no adjustment to the conversion price shall reduce the conversion price below the then applicable par value per share of the common stock. In addition to the foregoing adjustments, the Company will be permitted to make such reductions in the conversion price as it considers to be advisable in order that any event treated for federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the common stock.

Unless subject to the provisions described under "Fundamental Change Conversion Price Adjustment" below, in the case of certain consolidations or mergers to which the Company is a party or the transfer of substantially all of the assets of the Company, each share of Preferred Stock then outstanding would become convertible only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger or transfer by a holder of the number of shares of common stock into which such share of Preferred Stock might have been converted immediately prior to the such consolidation, merger or transfer (assuming such holder of common stock failed to exercise any rights of election and received per share the kind and amount receivable per share by a plurality of non-electing shares).

No fractional shares of common stock will be issued upon conversion; in lieu thereof, the Company will round the applicable number of shares up or down to the nearest whole number of shares.

The holder of record of a share of Preferred Stock at the close of business on a Record Date with respect to the payment of dividends on the Preferred Stock will be entitled to receive such dividends with respect to such share of Preferred Stock on the corresponding Dividend Payment Date, notwithstanding the conversion of such share after such Record Date and prior to such Dividend Payment Date. A share of Preferred Stock surrendered for conversion during the period from the close of business on any Record Date for the payment of dividends to the opening of business of the corresponding Dividend Payment Date must be accompanied by a payment in cash in an amount equal to the dividend payable on such Dividend Payment Date, unless such share of Preferred

Stock has been called for redemption on a redemption date occurring during the period from the close of business on any Record Date for the payment of dividends to the close of business on the business day immediately following the corresponding Dividend Payment Date. The dividend payment with respect to a share of Preferred Stock called for redemption on a date during the period from the close of business on any Record Date for the payment of dividends to the close of business on the business day immediately following the corresponding Dividend Payment Date will be payable on such Dividend Payment Date to the record holder of such share on such Record Date if such share has been converted after such Record Date and prior to such Dividend Payment Date. No payment or adjustment will be made upon conversion of shares of Preferred Stock for accumulated and unpaid dividends or for dividends with respect to the common stock issued upon such conversion.

FUNDAMENTAL CHANGE CONVERSION PRICE ADJUSTMENT

If the Company makes an announcement of the occurrence of a Fundamental Change (as defined below), there will be an adjustment to the conversion price of the Preferred Stock such that such conversion price will thereafter equal the Fundamental Change Average Market Price, unless the resulting conversion rate is lower than the then current conversion rate of the Preferred Stock as calculated in the manner described in "-- Conversion Rights" (in which case there will be no such adjustment to the conversion price).

The term "Fundamental Change" means the occurrence of any transaction or event in connection with which all or substantially all of the outstanding common stock shall be exchanged for, converted into, acquired for or constitute the right to receive stock, securities, other property or assets (including cash) of another entity or person (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or otherwise). "Fundamental Change Average Market Price" of the common stock means the Average Market Value as of the closing of the Fundamental Change.

VOTING RIGHTS

Holders of record shares of the Preferred Stock have no voting rights, except as required by law and as provided in the Certificate of Designations. The Certificate of Designations provides that upon the accumulation of accrued and unpaid dividends on the outstanding Preferred Stock in an amount equal to six quarterly dividends, whether or not consecutive (a "Voting Rights Triggering Event"), then the holders of a majority of the outstanding shares of Preferred Stock will be entitled to elect one or, if the Board of Directors then has more than five members, two members to the Board of Directors of the Company, and the number of members of the Company's Board of Directors will be immediately and automatically increased by one or two, as the case may be. Voting rights arising as a result of a Voting Rights Triggering Event will continue until such time as all dividends in arrears on the Preferred Stock are paid in full, at which time the term of office of any such members of the Board of Directors so elected shall terminate and such directors shall be deemed to have resigned.

In addition, the Certificate of Designations provides that the Company will not authorize any class of Senior Securities or any obligation or security convertible or exchangeable into or evidencing a right to purchase shares of any class or series of Senior

Securities, without the approval of holders of at least 66 2/3% of the shares of Preferred Stock then outstanding, voting or consenting, as the case may be, as one class. The Certificate of Designations also provides that the Company may not amend the Certificate of Designations so as to affect adversely the specified rights, preferences, privileges or voting rights of holders of shares of the Preferred Stock or authorize the issuance of any additional shares of Preferred Stock, without the approval of the holders of at least 66 2/3% of the then outstanding shares of Preferred Stock voting or consenting, as the case may be, as one class. The Certificate of Designations also provides that, except as set forth above with respect to Senior Securities, (a) the creation, authorization or issuance of any shares of Junior Securities, Parity Securities or Senior Securities or (b) the increase or decrease in the amount of authorized capital stock of any class, including any preferred stock, shall not require the consent of the holders of Preferred Stock and shall not be deemed to affect adversely the rights, preferences, privileges, special rights or voting rights of holders of shares of Preferred Stock. The consent of the holders of Preferred Stock will not be required for the Company to authorize, create (by way of reclassification or otherwise) or issue any Parity Securities or any obligation or security convertible or exchangeable into or evidencing a right to purchase, shares of any class or series of Parity Securities.

MERGER, CONSOLIDATION AND SALE OF ASSETS

Without the vote or consent of the holders of a majority of the then outstanding shares of Preferred Stock, the Company may not consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, any person unless (a) the entity formed by such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (in any such case, the "resulting entity") is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia; (b) if the Company is not the resulting entity, the Preferred Stock is converted into or exchanged for and becomes shares of such resulting entity, having in respect of such resulting entity the same (or more favorable) powers, preferences and relative, participating, optional or other special rights thereof that the Preferred Stock had immediately prior to such transaction; and (c) immediately after giving effect to such transaction, no Voting Rights Triggering Event has occurred and is continuing. The resulting entity of such transaction shall thereafter be deemed to be the "Company" for all purposes of the Certificate of Designations.

Except as described herein, the Certificate of Designations does not provide the holders of the Preferred Stock with any special protection in the event of a takeover, recapitalization or similar transaction which could adversely affect the Company's capital structure or the value of the Preferred Stock or the common stock.

LIQUIDATION PREFERENCE

Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company or reduction or decrease in its capital stock resulting in a distribution of assets to the holders of any class or series of the Company's capital stock, each holder of shares of the Preferred Stock will be entitled to payment out of the assets of the Company available for distribution of an amount equal to the liquidation preference per share of Preferred Stock held by such holder, plus accrued and unpaid dividends and Preferred Stock Liquidated Damages, if any, to the date fixed for liquidation, dissolution, winding-up or reduction or decrease in capital stock (including an amount equal to a prorated dividend

for the period from the last dividend payment date to the date fixed for liquidation, dissolution, winding up or reduction or decrease in capital stock), before any distribution is made on any Junior Securities, including, without limitation, common stock. After payment in full of the liquidation preference and all accrued dividends and Preferred Stock Liquidated Damages, if any, to which holders of Preferred Stock are entitled, such holders will not be entitled to any further participation in any distribution of assets of the Company. If, upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company, the amounts payable with respect to the Preferred Stock and all other Parity Securities are not paid in full, the holders of the Preferred Stock and the Parity Securities will share equally and ratably in any distribution of assets of the Company in proportion to the full liquidation preference and accumulated and unpaid dividends and Preferred Stock Liquidated Damages, if any, to which each is entitled.

However, neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Company nor the consolidation or merger of the Company with or into one or more entities will be deemed to be a voluntary liquidation, dissolution or winding-up of the Company or reduction or decrease in capital stock, unless such sale, conveyance, exchange or transfer shall be in connection with a liquidation, dissolution or winding-up of the business of the Company or reduction or decrease in capital stock.

The Certificate of Designations does not contain any provision requiring funds to be set aside to protect the liquidation preference of the Preferred Stock, although such liquidation preference will be substantially in excess of the par value of such shares of Preferred Stock. Consequently, there will be no restriction upon the surplus of the Company solely because the liquidation preference of the Preferred Stock will exceed the par value thereof and there will be no remedies available to holders of the Preferred Stock before or after the payment of any dividend, other than in connection with the liquidation of the Company, solely by reason of the fact that such dividend would reduce the surplus of the Company to an amount less than the difference between the liquidation preferences of the Preferred Stock and its par value.

SEC REPORTS

Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with, or furnish to, the SEC such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports to be so filed at the times specified for the filing of such information, documents and reports under such Sections (the "Required Filing Times"); provided, however, that the Company shall not be so obligated to file such information, documents and reports with the SEC if the SEC does not permit such filings. The Company shall also in any event (a) within 15 days of each Required Filing Time, provide the Transfer Agent and the holders of the Preferred Stock with copies of such information, documents and reports and (b) if the SEC does not permit the filing of such information, documents and reports, promptly upon written request supply copies of such information, documents and reports to any prospective holder of the Preferred Stock.

REGISTRATION RIGHTS; PREFERRED STOCK LIQUIDATED DAMAGES

Pursuant to the Registration Rights Agreement, the Company has agreed to file this shelf registration statement (the "Shelf Registration Statement") with the Commission to cover resales of Transfer Restricted Securities (as defined below) by holders thereof who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement.

"Transfer Restricted Securities" for this purpose, means each share of Preferred Stock and each share of common stock issuable upon conversion of the Preferred Stock or in satisfaction of any dividend or other payment on the Preferred Stock until (a) the date on which such security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (b) the date on which such security is distributed to the public pursuant to Rule 144 under the Securities Act or may be distributed to the public pursuant to Rule 144(k) under the Securities Act.

The Registration Rights Agreement provides that (a) the Company will file the Shelf Registration Statement with the Commission not later than 90 days after the date of original issuance of the Preferred Stock, (b) the Company will cause the Shelf Registration Statement to be declared effective by the Commission on or prior to 180 days after the date of original issuance of the Preferred Stock and (c) the Company will use its best efforts to keep the Shelf Registration Statement effective for two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all of the Transfer Restricted Securities covered thereby have been sold pursuant to such Shelf Registration Statement.

Holders will be required to provide certain information to the Company to be included in the Shelf Registration Statement in order to have their Transfer Restricted Securities included in the Shelf Registration Statement and benefit from the provisions regarding Preferred Stock Liquidated Damages as set forth above. The Company will provide to each holder for whom such Shelf Registration Statement was filed copies of the prospectus which is a part of the Shelf Registration Statement, notify each such holder when the Shelf Registration Statement has become effective and take certain other actions as are required to permit unrestricted resales of the Transfer Restricted Securities. A holder selling its Transfer Restricted Securities pursuant to the Shelf Registration Statement generally would be required to be named as a selling securityholder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement which are applicable to such holder (including certain indemnification obligations). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective if it voluntarily takes any action that would result in holders of securities covered thereby not being able to offer and sell such securities during the two year period referred to above, except under certain circumstances relating to pending corporate developments, public filings with the Commission and similar events.

If (a) on or prior to the 90th day following the date of original issuance of the Preferred Stock, the Shelf Registration Statement has not been filed with the Commission, (b) on or prior to the 180th day following the date of original issuance of the Preferred Stock, the Shelf Registration Statement has not been declared effective or (c) after the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection

with resales of Transfer Restricted Securities in accordance with and during the two year period specified in the Registration Rights Agreement (each such event referred to in clauses (a) through (c), a "Registration Default"), liquidated damages ("Preferred Stock Liquidated Damages") will accrue on the liquidation preference of the Preferred Stock from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Preferred Stock Liquidated Damages will accrue at a rate of .25% of the liquidation preference of the Preferred Stock during the 90-day period immediately following the occurrence of any Registration Default and shall increase by .25% at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum of the liquidation preference of the Preferred Stock.

BOOK-ENTRY; DELIVERY AND FORM; GLOBAL SHARES

The Preferred Stock resold in the United States in reliance on Rule 144A or in offshore transactions in reliance on Regulation S is represented by one or more permanent global shares in definitive, fully-registered form (the "Restricted Global Shares"), which are deposited with, or on behalf of, the Depository Trust Company ("DTC") and registered in the name of a nominee of DTC in New York, New York for the accounts of participants in DTC.

Investors who are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act and referred to as "QIBs") and who purchase Preferred Stock in reliance on Rule 144A under the Securities Act hold their interests in the Restricted Global Shares directly through DTC if they are DTC participants, or indirectly through organizations that are DTC participants.

Investors who purchase Preferred Stock in offshore transactions in reliance on Regulation S under the Securities Act hold their interests in the Restricted Global Shares directly through Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System (Euroclear) and Cedel Bank, societe anonyme (Cedel Bank), if they are participants in such systems, or indirectly through organizations that are participants in such systems. Euroclear and Cedel Bank hold interests in the Restricted Global Shares on behalf of their participants through their respective depositaries, which in turn hold such interests in the Restricted Global Shares in customers' securities accounts in the depositaries' names on the books of DTC. Citibank, N.A., is the initial depositary for Cedel Bank, and The Chase Manhattan Bank is the initial depositary for Euroclear.

Preferred Stock resold under the Shelf Registration Statement of which this prospectus forms a part will be represented by a permanent global share in definitive, fully-registered form (the "Unrestricted Global Share" and together with the Restricted Global Shares, the "Global Shares"). The Unrestricted Global Share will be deposited with, or on behalf of, the Depository Trust Company ("DTC") and registered in the name of a nominee of DTC in New York, New York for the accounts of participants in DTC. Investors may hold their interests in the Unrestricted Global Share directly through DTC if they are DTC participants, or indirectly through organizations that are DTC participants.

Upon each sale by a Selling Stockholder of Preferred Stock (or the shares of common stock into which the Preferred Stock may be converted) offered hereby, such Selling Stockholder will be required to deliver a notice (the "Notice") of such sale to the Transfer Agent and the Company. The Notice will, among other things, identify the sale as a sale pursuant to the Shelf Registration Statement of which this prospectus forms a

part, certify that the prospectus delivery requirements, if any, of the Securities Act have been satisfied, and certify that the Selling Stockholder and the number of Preferred Stock (or shares of common stock into which the Preferred Stock may be converted) are identified in the prospectus in accordance with the applicable rules and regulations under the Securities Act. A copy of the Notice is included herein in Appendix A. Additional copies may be requested from the Company, 200 Public Square, Cleveland, Ohio 44114, telephone number
(216) 622-5000 Attention: Senior Vice President, General Counsel and Secretary.

Upon receipt by the Transfer Agent of the Notice relating to a sale of Preferred Stock, an appropriate adjustment will be made to reflect a decrease in the principal amount of the appropriate Restricted Global Share or the cancellation of a Definitive Share (as relevant), upon the transfer thereof, and a corresponding increase in the principal amount of the Unrestricted Global Share.

Preferred Stock which is not resold under this prospectus and which is transferred to institutional "accredited investors" (as defined in Rules
501(a)(1), (2), (3) or (7) under the Securities Act) that are not QIBs will be issued and physically delivered in fully registered, definitive form (the "Definitive Share") and may not be represented by interests in the Restricted Global Shares. Otherwise, except in the limited circumstances described below, holders of Preferred Stock represented by interests in Global Shares will not be entitled to receive Definitive Shares.

DTC has advised the Company as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities of institutions that have accounts with DTC ("participants") and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers (which may include the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's book-entry system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.

Upon the issuance of the Global Shares, DTC will credit, on its book-entry registration and transfer system, the respective number of Preferred Stock of the individual beneficial interests represented by the Global Shares to the accounts of participants. Ownership of beneficial interests in the Global Shares will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the Global Shares will be shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants' interests) and such participants (with respect to the owners of beneficial interests in the Global Shares other than participants).

So long as DTC or its nominee is the registered holder and owner of the Preferred Stock, DTC or such nominee, as the case may be, will be considered the sole legal owner of the Preferred Stock represented by the Global Shares for all purposes under the Certificate of Designations and the Preferred Stock. Except as set forth below, owners of beneficial interests in the Global Shares will not be entitled to receive Definitive Shares and will not be considered to be the owners or holders of any Preferred Stock under the Global Shares. The Company understands that under existing industry practice, in the

event an owner of a beneficial interest in the Global Shares desires to take any action that DTC, as the holder of the Global Shares, is entitled to take, DTC would authorize the participants to take such action, and that participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them. No beneficial owner of any interest in the Global Shares will be able to transfer the interest except in accordance with DTC's applicable procedures, in addition to those provided for under the Certificate of Designations and, if applicable, those of Euroclear and Cedel Bank.

Payments of dividends and Preferred Stock Liquidated Damages, if any, on, and any redemption price with respect to, the Preferred Stock represented by the Global Shares registered in the name of and held by DTC or its nominee will be made to DTC or its nominee, as the case may be, as the registered owner and holder of the Global Shares.

The Company expects that DTC or its nominee, upon receipt of any payment of dividends on, or the redemption price with respect to, the Global Shares, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the Global Shares as shown on the records of DTC or its nominee. The Company also expects that payments by participants to owners of beneficial interests in the Global Shares held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for accounts of customers registered in the names of nominees for such customers. Such payment, however, will be the responsibility of such participants and indirect participants, and neither the Company nor the Transfer Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Global Shares or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or the relationship between such participants and the owners of beneficial interests in the Global Shares.

Unless and until it is exchanged in whole or in part for Definitive Notes in definitive form, the Global Share may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds. Transfers between participants in Euroclear and Cedel Bank will be effected in the ordinary way in accordance with their respective rules and operating procedures. If a holder requires physical delivery of a Definitive Share for any reason, including to sell Preferred Stock to persons in jurisdictions which require such delivery of such Preferred Stock or to pledge such Preferred Stock, such holder must transfer its interest in the Global Shares in accordance with the normal procedures of DTC and the procedures set forth in the Certificate of Designations.

Cross-market transfers between DTC, on the one hand, and directly or indirectly through Euroclear or Cedel Bank participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of Euroclear or Cedel Bank, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Cedel Bank, as the case may be, by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (Brussels time). Euroclear or Cedel Bank, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take

action to effect final settlement on its behalf by delivering or receiving interests in the Global Shares in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Cedel Bank participants may not deliver instructions directly to the depositaries for Euroclear or Cedel Bank.

Because of time zone differences, the securities account of a Euroclear or Cedel Bank participant purchasing an interest in the Global Shares from a DTC participant will be credited during the securities settlement processing day
(which must be a business day for Euroclear or Cedel Bank, as the case may be)
immediately following the DTC settlement date, and such credit of any transactions interests in the Global Shares settled during such processing day will be reported to the relevant Euroclear or Cedel Bank participant on such day. Cash received in Euroclear or Cedel Bank as a result of sales of interests in the Global Shares by or through a Euroclear or Cedel Bank participant to a DTC participant will be received with value on the DTC settlement date, but will be available in the relevant Euroclear or Cedel Bank cash account only as of the business day following settlement in DTC.

The Company expects that DTC will take any action permitted to be taken by a holder of Preferred Stock (including the presentation of Preferred Stock for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in the Global Shares is credited and only in respect of such portion of the aggregate number of the Preferred Stock as to which such participant or participants has or have given such direction.

Although the Company expects that DTC, Euroclear and Cedel Bank will agree to the foregoing procedures in order to facilitate transfers of interests in the Global Share among participants of DTC, Euroclear, and Cedel Bank, DTC, Euroclear and Cedel Bank are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither the Company nor the Transfer Agent will have any responsibility for the performance by DTC, Euroclear or Cedel Bank or their participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

If DTC is at any time unwilling to continue as a depositary for the Global Share and a successor depositary is not appointed by the Company within 90 days, the Company will issue Definitive Shares in exchange for the Global Shares.

DESCRIPTION OF NEW BANK FINANCING

In connection with the consummation of the Copperweld acquisition, we entered into the New Bank Financing, a five-year senior secured credit facility consisting of a single tranche of term loans in an aggregate principal amount of $225 million. We used the New Bank Financing to pay a portion of the purchase price of the Acquisitions and related fees and expenses. Obligations under the New Bank Financing are guaranteed by substantially all our domestic wholly-owned subsidiaries (other than special purpose subsidiaries established to facilitate our working capital facilities), and secured by substantially all of the assets of Welded Tube and Copperweld Corporation, other than accounts receivable and the real property and associated fixtures at Welded Tube's Portland facility, including a secured intercompany note between Copperweld Corporation and Copperweld Canada, Inc. Pricing on the loans under the New Bank Financing will be based on LIBOR, reset periodically, plus a margin ranging from 3.375% to 4.125%, depending on the ratings that Standard & Poor's and Moody's assign the loans from time to time. We will also have the option to borrow at pricing based on an alternate base rate plus a margin ranging from 2.00% to 2.875% based on similar ratings. The alternate base rate is the higher of the prime rate and the Federal Funds effective rate plus 1/2 of 1%.

The New Bank Financing loans have de minimis scheduled amortization payments during the first four years after closing, with equal scheduled payments of $54 million at the end of February, May, August and October 2004, with final maturity on October 31, 2004. In addition, we are required to prepay these loans with 100% of the net cash proceeds of certain asset sales and insurance awards, 75% (subject to reduction) of excess cash flow, 100% of the net cash proceeds of certain debt issuances and 50% of the net cash proceeds of certain equity issuances unless certain financial ratios are met (in which case no such prepayment shall be required).

The New Bank Financing will contain covenants limiting our and our subsidiaries' ability to (1) incur additional debt and additional liens, (2) enter into sale-leaseback transactions, (3) make dividends and other payments with respect to our equity securities and certain optional payments with respect to our debt, (4) enter into agreements that restrict our subsidiaries' ability to make distributions to us, (5) make new investments or capital expenditures and (6) enter into mergers or sell assets. We are required to comply with consolidated financial tests including a leverage ratio, an interest coverage ratio and a fixed charge coverage ratio. We are also required to make customary representations and warranties prior to borrowing under the facility.

The New Bank Financing also contains events of default upon the occurrence of events including (1) failure to make payments when due under that facility,
(2) a misrepresentation, (3) failure to comply with covenants, (4) the occurrence of a default under other material debt of LTV or any subsidiary, (5) the occurrence of a bankruptcy or insolvency proceeding, (6) a default in the satisfaction of legal judgments and (7) a change of control of LTV. The existence of any event of default would permit the lenders under the New Bank Financing to accelerate the maturity of the loans. If the lenders choose to do so in that circumstance, the loans under the New Bank Financing would become immediately due and payable.

DESCRIPTION OF NEW SENIOR NOTES

In order to finance a portion of the Acquisitions, we offered $275,000,000 aggregate principal amount of our 11 3/4% Senior Notes due 2009 (the "New Senior Notes"). The following summary of the terms of the New Senior Notes is incomplete. You should read the indenture relating to the New Senior Notes for a complete description thereof.

GENERAL. The New Senior Notes will be issued pursuant to an indenture dated as of November 5, 1999, and will bear interest at 11.75% per annum. The indenture provides for the issuance of an unlimited amount of additional notes, subject to compliance with the terms of the indenture and our other debt instruments.

GUARANTEES. The New Senior Notes are guaranteed on a senior unsecured basis by all our existing and future wholly owned domestic subsidiaries (other than certain unrestricted subsidiaries, inactive subsidiaries and special purpose subsidiaries established to facilitate our working capital facilities), except that the guarantees provided by Welded Tube, Copperweld Corporation and any of their subsidiaries that become Guarantors will be subordinated to the guarantees provided by these companies under the New Bank Financing.

OPTIONAL REDEMPTION. We may redeem the New Senior Notes, in whole or in part, at any time prior to November 15, 2004, at the redemption prices set forth below, plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12 month period commencing on or after November 15 of the year set forth below:

YEAR                                                     REDEMPTION PRICE
----                                                     ----------------
2004...................................................      105.875%
2005...................................................      103.917
2006...................................................      101.958
2007 and thereafter....................................      100.000

In addition, at our option, we may redeem up to 35% of the aggregate principal amount of the New Senior Notes prior to November 15, 2002, at a redemption price equal to 111.750% of the principal amount thereof, together with accrued and unpaid interest, if any, to the redemption date, with the net proceeds of one or more Public Equity Offerings (as defined in the indenture governing the New Senior Notes); provided that at least 65% of the principal amount of the New Senior Notes originally issued remains outstanding following such redemption.

CHANGE OF CONTROL. Upon the occurrence of a change of control (as defined in the indenture governing the New Senior Notes) we will be required to offer to repurchase the New Senior Notes at a cash purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.

CERTAIN COVENANTS. The New Senior Notes will limit our ability and the ability of our restricted subsidiaries to, among other things:

- incur additional indebtedness;

- make any dividend or other distributions with respect to our capital stock or purchase, redeem or retire our capital stock;

- create liens;

- in the case of our restricted subsidiaries, create or permit to exist dividend or payment restrictions with respect to us;

- consolidate, merge or transfer all or substantially all our assets or the assets of LTV Steel or our tubular business;

- sell assets; and

- transact business with our affiliates.

All these limitations will be subject to a number of important qualifications, including the elimination of certain covenants if we obtain an investment grade rating for the New Senior Notes.

EXCHANGE OFFER; REGISTRATION RIGHTS. Pursuant to a registration rights agreement, we have agreed to file a registration statement with the SEC with respect to an offer to exchange the New Senior Notes for notes having substantially identical terms as the New Senior Notes (the "Exchange Notes"), except that the Exchange Notes will not contain terms with respect to transfer restrictions. Under certain circumstances, we have also agreed to file a shelf registration statement with respect to the resale of the New Senior Notes and to use best efforts to keep this shelf registration statement effective until up to two years after the original issuance date of the New Senior Notes. If we fail to satisfy these obligations, we will be required to pay special interest (in addition to the interest otherwise due on the New Senior Notes).

DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS

In addition to the New Senior Notes, the New Bank Financing and the 1997 Notes, our principal third party financial arrangements consist of obligations under the Receivables Facility, the Inventory Facility, the Sumitomo Securities Purchase Agreement, the PBGC Settlement Agreement and related documents (all as described below), all of which are secured by, or otherwise have a claim on, our assets. The Receivables Facility and the Inventory Facility are provided through syndicates of lending institutions. We have also entered into a security arrangement with the USWA which is described below.

THE 8.20% SENIOR NOTES DUE 2007

As of September 30, 1999, we have outstanding $300 million in aggregate principal amount of our 1997 Notes. The 1997 Notes bear interest at 8.20% per annum and were issued pursuant to an indenture dated as of September 22, 1997 and are guaranteed by LTV Steel Company, Inc.

The 1997 Notes will be redeemable at our option, in whole or in part, in cash, at any time on or after September 15, 2002, at the redemption price set forth below, plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12 month period commencing on or after September 15 of the year set forth below:

                                                            % OF PRINCIPAL
YEAR                                                            AMOUNT
----                                                        --------------
2002......................................................     104.100%
2003......................................................     102.733
2004......................................................     101.367
On and after 2005.........................................     100.000

In addition, at our option, we may redeem up to 35% of the aggregate principal amount of the 1997 Notes prior to September 15, 2000 at a redemption price equal to 108.20% of the principal amount thereof, together with accrued and unpaid interest, if any, to the redemption date, with the net proceeds of one or more Public Equity Offerings (as defined in the indenture governing the 1997 Notes); provided that at least 65% of the principal amount of the 1997 Notes originally issued remains outstanding following such redemption.

In connection with our offering of New Senior Notes, management amended the 1997 Notes to receive the same guarantees as the New Senior Notes.

THE RECEIVABLES FACILITY AND RELATED DOCUMENTS

LETTERS OF CREDIT AND REVOLVING LOANS

The Receivables Facility (the "Receivables Facility") is an agreement dated as of October 12, 1994 among LTV Sales Finance Company, a bankruptcy-remote, special purpose subsidiary of LTV ("Sales Finance"), the Lenders party thereto (the "Receivables Lenders") and Bankers Trust Company, as Collateral Agent and Facility Agent. The Receivables Facility provides for the issuance of letters of credit and the making of loans (the "Revolving Loans") until March 2, 2004, subject to extension, unless earlier terminated after a Liquidation Event, as described below. The Receivables Facility

provides for the issuance of letters of credit in an aggregate face amount, together with unreimbursed drawings, of up to $100 million and the making of Revolving Loans in an aggregate principal amount, together with the aggregate amount of letter of credit obligations at such time, of up to $320 million or, in each case, a lesser amount equal to the then-current Base Amount. The Base Amount is an amount equal to "Net Eligible Receivables" (receivables net of excess concentration) less a reserve of not less than 14%.

RECEIVABLES SALE AGREEMENT AND PLEDGE OF RECEIVABLES

Pursuant to the Receivables Facility, Sales Finance borrows Revolving Loans or causes letters of credit to be issued to purchase accounts receivable from certain of our operating subsidiaries (the "Receivables Sellers") pursuant to a Receivables Purchase and Sale Agreement (the "Receivables Sale Agreement") entered into by Sales Finance and the Receivables Sellers contemporaneously with the Receivables Facility. Additional amounts needed to finance Sales Finance's purchases of accounts receivable from the Receivables Sellers are obtained through loans made to Sales Finance by us or the Receivables Sellers, equity contributions by us and retained earnings of Sales Finance. Under the Receivables Sale Agreement, each Receivables Seller has limited obligations to indemnify Sales Finance and its accounts receivable sold to Sales Finance if Sales Finance proves that such accounts receivable did not satisfy certain eligibility criteria as represented when sold, as well as other limited indemnification obligations in favor of Sales Finance, not relating to the collectibility of receivables sold. Such obligations are guaranteed by us. The sales of receivables to Sales Finance are intended to be true sales thereof, and ownership of such receivables is held by Sales Finance and not by LTV or our other subsidiaries.

Pursuant to the Receivables Facility, Sales Finance has granted to the Receivables Lenders a security interest in the accounts receivable purchased by Sales Finance under the Receivables Purchase Agreement and all of Sales Finance's related rights and its various bank accounts.

RESTRICTIVE AND FINANCIAL COVENANTS

The Receivables Facility contains affirmative covenants that require, among other things, Sales Finance to provide certain financial and other information concerning itself and the Receivables Sellers, maintain its existence, pay obligations and taxes, afford inspection rights to the Facility Agent, comply with applicable laws, require the maintenance of certain books and records and comply with corporate separateness requirements. The Receivables Facility also contains negative covenants which, among other things, limit the ability of Sales Finance to engage in any activities except as necessary to perform its obligations under the Receivables Facility and related documents, including its ability to incur or suffer to exist indebtedness, contingent obligations and liens, enter into leases, make or own investments, make capital expenditures, amend or waive any provision of other agreements and conduct business with affiliates. The Receivables Facility also contains a financial covenant that requires Sales Finance to maintain a net worth of between $34 million and $40 million at all times.

LIQUIDATION EVENTS

Liquidation Events in the Receivables Facility include failure to pay amounts under the Receivables Facility when due, breaches of covenants or representations under the

Receivables Facility, the Receivables Sale Agreement or the related documents, bankruptcy events, certain judgment defaults, impairment of the Receivables Lenders' rights to pledged collateral, servicer termination events, change of control of Sales Finance or the Receivables Sellers or, under the Inventory Security Agreement (as defined in the Receivables Facility), proceeds of sales of inventory ceasing to be released automatically or other remedies being taken. Remedies available upon the occurrence of a Liquidation Event include termination of the commitments, acceleration of the Revolving Loans and cash collateralization of letters of credit.

THE INVENTORY SECURITIZATION FACILITY

In March 1998, LTV Steel Company, Inc. ("LTV Steel") and Georgia Tubing Corporation (collectively, the "LTV Steel Group") established a $250 million five-year committed inventory securitization facility (the "Inventory Facility"), to be used for working capital and general corporate purposes. Thereafter, for an additional year, the amount of the Inventory Facility will drop to $227 million.

Under the Inventory Facility, the LTV Steel Group sells, on a revolving basis, all of its inventory to LTV Steel Products, LLC, a consolidated structured finance special purpose entity ("Steel Products") wholly owned by LTV Steel. As consideration for the sale of such inventory, Steel Products pays or issues to the LTV Steel Group a combination of available cash, senior secured floating rate notes (the "Secured Notes") and subordinated notes.

The Secured Notes are secured by a first priority security interest in all of Steel Product's right, title and interest in and to the purchased inventory and the proceeds thereof, subject only to certain permitted liens. Steel Products has issued $250 million aggregate principal amount of Secured Notes to the LTV Steel Group and it has the right to issue an additional $100 million aggregate principal amount of Secured Notes, subject to more restrictive collateral requirements, which can be used to obtain additional financing.

Under a five-year $250 million committed note purchase and letter of credit facility, LTV Steel, as agent for the LTV Steel Group, has the right from time to time to sell to a group of financial institutions led by The Chase Manhattan Bank and Chase Securities Inc., and repurchase from such financial institutions, Secured Notes in an aggregate outstanding principal amount of up to $250 million (less the outstanding amount of letters of credit issued under the facility), for an amount in cash equal to the aggregate principal amount of such Secured Notes to be sold, or repurchased, plus, in the case of any repurchase on any date other than an interest payment date, accrued interest and any related breakfunding costs. The credit facility also permits LTV Steel, as agent on behalf of the LTV Steel Group, to obtain letters of credit up to a transaction sublimit of $150 million from such financial institutions by pledging Secured Notes to secure the reimbursement obligations in respect thereof. Steel Products has provided to the financial institutions party to the note purchase and letter of credit facility a guarantee of all amounts payable by LTV Steel under such facility.

LTV Steel performs servicing and processing activities with respect to the inventory purchased by Steel Products. Sales of inventory to customers in the ordinary course of business are made by Steel Products or by LTV Steel for the account of Steel Products. The receivables from such sales are sold by Steel Products to LTV Sales Finance Company a consolidated structured finance special purpose entity ("Sales Finance"),

under Sales Finance's receivables securitization facility, and the cash received from such sold receivables are used by Steel Products to pay amounts due on the Secured Notes and subordinated notes, and to pay processing and servicing fees and for future purchases of inventory. Unless an event of default in respect of the Secured Notes or an amortization event in respect of the Secured Notes that is triggered by certain events relating to the receivables securitization facility has occurred and is continuing, the security interest of the Secured Note holders in the receivables is automatically released to the extent such receivables are sold under the receivables securitization facility. Creditors of LTV Sales Finance Company have a claim on the assets of that company prior to those assets becoming available to other creditors of LTV or our affiliates.

SUMITOMO PREFERRED STOCK

Pursuant to the Sumitomo Securities Purchase Agreement, SMI America, Inc. ("SMI"), a wholly owned indirect subsidiary of Sumitomo Metal Industries, Ltd., purchased 500,000 shares of Series B Convertible Preferred Stock, par value $1.00 per share, of The LTV Corporation (the "Series B Preferred Stock"). Subject to the right of any holder of Series B Preferred Stock to convert any or all of such holder's shares into shares of our common stock at a specified conversion price, LTV has the right to redeem all the shares of Series B Preferred Stock, in whole but not in part, at any time at a price equal to the following percentages multiplied by $100.00 per share, plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared or currently payable, to the date of redemption if redeemed during the twelve-month period beginning on June 28 of the following year:

1999........................................................  101.5%
On and after 2000...........................................  100.0

Notwithstanding our right to redeem the Series B Preferred Stock, the holders of a majority of the Series B Preferred Stock may elect to exclude one share of Series B Preferred Stock from redemption. Such share will no longer have any voting rights or any rights to dividends or distributions or conversion. Such share will then become subject to redemption after SMI shall cease to have any rights under certain provisions of the Consultation and Management Participation Agreement (as defined in the Sumitomo Securities Purchase Agreement).

Pursuant to the L-S Exchange Right and Security Agreement and the L-S II Exchange Right and Security Agreement (each entered into pursuant to the Sumitomo Securities Purchase Agreement, the "Exchange Right Agreements"), SMI has the right, upon the occurrence of an Exchange Right Event (as defined in the Exchange Right Agreements), which includes a change of control of LTV or LTV Steel, to exchange all, but not less than all (except in certain specified circumstances), of its shares of Series B Preferred Stock for all or a portion of LTV's partnership interest in its electro-galvanizing joint venture with SMI. See "Business -- Integrated Steel Properties."

The Series B Preferred Stock will rank equal in right of payment with the Preferred Stock.

USWA LIEN ON CLEVELAND WEST

Pursuant to a predecessor labor agreement with the USWA, LTV Steel granted liens on the plant, property and equipment at its Cleveland West facilities and a royalty free license or sublicense with respect to intellectual properties used in connection with the manufacture of products at such facilities to secure payment of certain retiree health benefits to salaried and hourly employees and retirees ("Secured Obligations"). The provisions governing these liens have been incorporated into our new labor agreement with the USWA.

If a future appraisal reveals that the aggregate Coverage Value (as defined below) of such collateral is less than $250 million, LTV Steel must grant or cause to be granted additional collateral with a Coverage Value at least equal to such deficit, provided that such obligation to add collateral extends only to plant, property and equipment of LTV Steel and its affiliates engaged in the steel business. Alternatively, if an appraisal reveals that the aggregate Coverage Value of the collateral is greater than $250 million, LTV Steel may request the release of collateral with a Coverage Value not to exceed such excess. For purposes of plant, property and equipment, Coverage Value means 50% of the most recent appraised value thereof (subject to certain adjustments) less two times any obligation secured thereby to which the Secured Obligations have been subordinated as described below.

The security interest granted may, subject to certain conditions, be subordinated to certain subsequent security interests including, among others, security interests created for the benefit of working capital lenders or in favor of our restored pension plans.

The maximum amount recoverable to pay the Secured Obligations upon the occurrence of a Distribution Event (as defined below) and foreclosure of the collateral is $250 million. Distribution Event means (1) the occurrence of a proceeding under Chapter 7 of the Bankruptcy Code with respect to LTV Steel and/or certain of its affiliates, (2) a court-ordered reduction of the Secured Obligations of LTV Steel and/or certain of its affiliates in a Chapter 11 proceeding under Section 1113 or 1114 of the Bankruptcy Code, (3) an assertion by LTV Steel and/or certain of its affiliates in a judicial proceeding or arbitration that the Secured Obligations can be decreased without the consent of the USWA, (4) a failure of LTV Steel and/or certain of its affiliates in certain circumstances to pay Secured Obligations in an aggregate amount greater than $25 million or (5) a failure of LTV Steel and/or certain of its affiliates in certain circumstances to add collateral as described above but only to the extent that the Minimum Coverage Value (as defined in the Collateral Trust Agreement entered into pursuant to the predecessor labor agreement) exceeds the Coverage Value of the collateral by $25 million.

PBGC SETTLEMENT AGREEMENT

Following PBGC's restoration of three of the four steel defined benefit pension plans which it had earlier terminated (collectively the "restored pension plans"), we and most of our subsidiaries entered into the PBGC Settlement Agreement with PBGC to address the funding of restored pension plans. The following summary of the material issues relating to the PBGC Settlement Agreement is general, does not contain all of the details of the agreement and is qualified by reference to the agreement. We agreed to certain amendments to the PBGC Settlement Agreement on December 2, 1998, and the

agreement as amended and restated was filed as an exhibit to our Form 10-K for the year ended December 31, 1998, which is incorporated by reference in this prospectus.

TERMS OF PAYMENT

The PBGC Settlement Agreement establishes some special funding rules, including restoration payment schedule orders ("RPSOs") to be issued by the PBGC which provide for amortization of the remaining past service liability over 20 years, and the maintenance of certain minimum funding credit balances. Except for these requirements, LTV is subject to the normal minimum funding standards set forth in the Internal Revenue Code for these plans.

From June 1993 through December 31, 1998, we contributed over $2.8 billion to the restored pension plans. As a result of the December 1998 amendments, we will base our funding of our major defined benefit pension plans on the minimum funding standards contained in the Employee Retirement Income Security Act of 1974 and pay additional amounts as appropriate. In connection with these amendments, we also prepaid an 8.5% Promissory Note due in 2020 issued to the PBGC for $62 million, including accumulated interest. We do not expect to be required to make any significant pension contributions in the near future.

COVENANTS AND EVENTS OF DEFAULT

The principal covenants in the PBGC Settlement Agreement are similar to those in the 1997 Notes. See "-- The 8.20% Senior Notes due 2007." This agreement also imposes separate limits on our ability to make new investments in Trico Steel, enter into transactions with certain affiliates and enter into agreements that would restrain our and our subsidiaries' ability to perform our obligations under the PBGC Settlement Agreement. Events of default under the PBGC Settlement Agreement include the failure to make required payments to the restored pension plans, misrepresentations, certain failures to perform certain covenants, payment defaults or acceleration of other indebtedness of more than $100 million, certain judgment defaults, assertion by us or any of our subsidiaries that the PBGC Settlement Agreement is not legal, valid and binding, invalidity or unenforceability of liens granted pursuant to the PBGC Settlement Agreement and various bankruptcy events. Remedies for an event of default include, among others, the ability to seek specific performance and liquidated damages for defaults in pension payments (in an amount equal to the sum of interest on the unpaid amount and the higher of such interest or 20% of the unpaid amount) and modification of the RPSO.

DESCRIPTION OF CAPITAL STOCK

The Company's Certificate of Incorporation authorizes the issuance of 150,000,000 shares of common stock, $0.50 par value, and 20,000,000 shares of preferred stock, $1.00 par value. At December 27, 1999, there were 105,402,602 shares of common stock and 2,100,000 shares of preferred stock issued and outstanding. An aggregate of 13,100,000 shares of common stock have been reserved for future issuance under certain employee and director stock plans and in respect of our Series B Convertible Preferred Stock ("Series B Preferred Stock") and 21,768,000 shares of common stock have been reserved initially for issuance upon conversion of the Preferred Stock being registered hereunder. In this description, the word "Company" refers only to The LTV Corporation and not any of its subsidiaries.

The following summary description of the material issues concerning capital stock of the Company is qualified in its entirety by reference to the Certificate of Incorporation and By-laws of the Company.

COMMON STOCK

DIVIDENDS

The holders of common stock will be entitled to receive dividends when and as dividends are declared by the Board of Directors of the Company out of funds legally available therefor, provided that if any shares of preferred stock are at the time outstanding, the payment of dividends on the common stock or other distributions may be subject to the prior declaration and payment of full cumulative dividends on outstanding shares of preferred stock. As described below, payment of dividends on the common stock is currently restricted by certain provisions in the Company's financing arrangements. See "Risk Factors -- Our ability to pay dividends on our capital stock is limited."

Pursuant to the indenture governing the 1997 Notes and the indenture governing the New Senior Notes, the Company may not declare or pay dividends or make certain other Restricted Payments (as defined therein) with respect to its capital stock, including both common stock and preferred stock, unless, among other requirements, after giving effect to such payments, the Company could incur additional debt under the debt incurrence covenant contained therein and the amount of such dividends and other restricted payments would not exceed 50% of the Company's consolidated net income from July 1, 1997, plus the net proceeds from the sale of capital stock or conversion or exchange of certain debt for capital stock since the issuance of the 1997 Notes in September 1997. These indentures provide certain additional exceptions, including a separate provision that allows for up to $40 million of Restricted Payments without compliance with the foregoing financial test. As of September 30, 1999, but after giving pro forma effect to the net proceeds received from the sale of the Preferred Stock in the Initial Offering, approximately $130 million would be available for the payment of dividends or other Restricted Payments under this financial covenant. Any repurchase of Preferred Stock pursuant to the Special Repurchase would reduce such amount by the amount of such repurchase.

An agreement entered into with Sumitomo Metals Industries in connection with its purchase of the Series B Preferred Stock provides that the Company may not pay dividends on common stock other than in shares of common stock unless dividends on the Series B Preferred Stock have been paid in cash for the immediately preceding four quarters.

VOTING RIGHTS

Holders of common stock are entitled to one vote per share on all matters submitted to a vote of the equity security holders.

LIQUIDATION RIGHTS

Upon any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, any assets remaining after the satisfaction in full of the prior rights of creditors and the aggregate liquidation preference of any preferred stock then outstanding will be distributed to the holders of common stock.

NO PREEMPTIVE RIGHTS

The holders of common stock are not entitled to preemptive or subscription rights.

NOTE 1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

The Company manufactures structural steel tubing at its primary facility located in Chicago, Illinois. The Company's customers, including distributors and contractors, are located primarily within the United States. In 1998, the Company began construction of another manufacturing facility in Portland, Oregon. On July 15, 1999, the new Portland facility commenced operations. Non-capitalizable supplies, overhead, indirect labor and other expenses incurred during the Portland facility construction period have been expensed in the 1999 statement of operations.

During the period from July 1, 1998 to January 13, 1999, the Company was a wholly owned subsidiary of ANI America Holdings, Inc., which is a subsidiary of Australian National Industries Limited, which is incorporated in Australia. On January 14, 1999, Smorgon Steel Group Limited (Smorgon), also incorporated in Australia, acquired for cash all of the capital stock of Australia National Industries Limited.

Smorgon allocated the purchase price to the fair value of the Company's tangible assets, a proprietary patent relating to the Company's production process and the Company's liabilities. No goodwill was recorded related to the transaction. Management believes the January 14, 1999 recorded values of the Company's tangible assets, patent and liabilities approximated the respective fair values, except for inventories, which were written-up by $2,619. Accordingly, the recorded historical values of the Company, except inventories, have not been adjusted.

During the period from July 1, 1998 through January 14, 1999, the Company recorded $417 of amortization of goodwill (40 year useful life) pertaining to the 1995 acquisition of the Company's capital stock by ANI America Holdings, Inc.

On October 1, 1999, The LTV Corporation acquired all of the capital stock of Welded Tube Holdings, Inc., formerly ANI America Holdings, Inc., for a cash purchase price of $113.5 million, subject to certain working capital adjustments, which consisted of its investment in its wholly owned subsidiary, Welded Tube Co. of America (the "Company"), and a patent used by the Company.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

WELDED TUBE CO. OF AMERICA

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
JUNE 30, 1999

CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of trade accounts receivable. The Company sells to a large number of customers within the steel industry. Credit evaluations are ongoing and collateral or other security is generally not required on trade accounts receivable. An allowance for doubtful accounts is maintained at a level management believes is sufficient to cover potential credit losses.

RISKS AND UNCERTAINTIES

The Company relies on several key vendors to supply its primary raw material needs. There are several manufacturers who are capable of supplying these needs, and management of the Company believes that raw material suppliers are easily interchangeable on comparable terms. However, abrupt changes in the supply flow could cause delays in manufacturing, which could result in the Company's inability to meet scheduled sales commitments or could result in the loss of sales, which would adversely affect the Company's operating results.

Approximately two-thirds of the Company's workforce (which represents substantially all of the Company's direct labor) is subject to a collective bargaining agreement with the International Brotherhood of Teamsters Local No. 714 that expires in February 2002.

INVENTORIES

Inventories are valued at the lower of cost or market, with cost determined primarily by the "last-in, first-out" ("LIFO") method. Other inventories are valued on a "first-in, first-out" ("FIFO") basis.

LONG-LIVED ASSETS

Property, plant and equipment additions are recorded at cost and are depreciated using the straight-line method over their estimated useful lives (ranging from 3 to 5 years for light equipment, 10 to 20 years for heavy equipment and 10 to 40 years for buildings). All leasehold improvements, which are included in the "buildings and improvements" caption of the balance sheet, are amortized using the straight-line method over the shorter of their useful lives or the remaining terms of the relevant leases. Amortization of assets held under capital leases is included in depreciation expense.

The ongoing value and remaining useful life of long-lived assets, including the property, plant, and equipment and patent, are subject to periodic evaluation for impairment, and the Company currently expects the carrying amounts to be fully recoverable. If events and circumstances indicate that assets might be impaired, an undiscounted cash flows methodology would be used to determine whether an impairment loss should be recognized.

WELDED TUBE CO. OF AMERICA

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
JUNE 30, 1999

The patent used by the Company is being amortized over its remaining life through 2005.

INCOME TAXES

The Company's operations were included in the consolidated income tax returns filed by its parent, ANI America Holdings, Inc. The provision for income taxes is based on earnings reported in these financial statements and assumes that the Company filed a separate income tax return. Amounts for income taxes were paid to the parent company.

Deferred income tax assets and liabilities are determined by applying currently enacted tax laws and rates to the cumulative temporary differences between the carrying value of assets and liabilities for financial statement and income tax purposes. Deferred income tax provision or benefit is measured by the net change in deferred income tax asset and liability accounts during the year.

REVENUE RECOGNITION

Revenue is recognized when products are shipped to customers.

ADVERTISING COSTS

The Company charges the cost of advertising ($109 in 1999) to expense in the year it is incurred.

Raw materials..............................    $10,763
Work-in-process and finished goods.........     13,472
Supplies...................................      2,165
                                               -------
                                               $26,400
                                               =======

The June 30, 1999 LIFO value of inventories approximates the FIFO cost of inventories.

In conjunction with the January 14, 1999 acquisition of the Company by Smorgon, the values assigned to work-in-process and finished goods inventories included $2,619 of profits earned in the production of inventories prior to the date of acquisition. As a result of quantity liquidation during the period from January 14, 1999 to June 30, 1999, $462 of the profits earned in the production of inventories has been included in the "cost of products sold" caption of the statement of operations.

WELDED TUBE CO. OF AMERICA

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
JUNE 30, 1999

NOTE 4. LINE OF CREDIT

The Company had a $5,000 unsecured line-of-credit facility from a bank which expired on September 30, 1999. Borrowings were due on demand, were guaranteed by Smorgon, and bore interest, at the Company's option, at the bank's base rate (7.75% at June 30, 1999) or a fixed rate equal to the Eurodollar rate (5.10% at June 30, 1999) plus 0.35%. The Company had $3,000 of outstanding borrowings under this line of credit facility at June 30, 1999. The average borrowing rate during 1999 was 6.6%. The Company paid $433 in interest on its borrowings. All borrowings were repaid concurrent with The LTV Corporation transaction on October 1, 1999.

NOTE 5. TRANSACTIONS WITH AFFILIATES

At June 30, 1999, the "due to affiliates -- net" caption of the balance sheet includes the interest bearing (5.43%) advances from an affiliate of $43,179, which were used principally to fund construction of the Portland facility. The Company capitalized all $1,529 of such interest during the year ended June 30, 1999 and the interest was added to the principal balance of affiliate advances. Other amounts included in the "due to affiliates -- net" caption are a non-interest bearing advance from an affiliate of $13,203 and a receivable from an affiliate of $7,535 bearing interest at 7%. All advances to/from affiliates were repaid concurrent with The LTV Corporation transaction on October 1, 1999.

The Company was charged management fees from two of its affiliates for certain administrative services performed on behalf of the Company. The total amount of management fees charged to the Company during 1999 was $1,827.

Approximately $586 of the Company's net sales during the year ended June 30, 1999 were made to an affiliated entity.

Current:
  Federal...................................    $  453
  State.....................................        65
Deferred:
  Federal...................................       424
  State.....................................        61
                                                ------
                                                $1,003
                                                ======

Tax provision at statutory rate.............    $  665
Increases resulting from:
Goodwill amortization.......................       162
State taxes, net of federal benefit.........        98
Non-deductible expenses.....................        78
                                                ------
                                                $1,003
                                                ======

Significant components of the Company's deferred income tax assets and liabilities are as follows at June 30, 1999:

Deferred income tax assets:
  Employee benefits liabilities.................            $   683
  Allowance for doubtful accounts...............                 99
                                                            -------
Total deferred income tax assets................                782
Deferred income tax liabilities:
  Excess tax depreciation over book.............              7,835
  Capital leases................................              1,445
  Inventories...................................              2,471
                                                            -------
Total deferred income tax liabilities...........             11,751
                                                            -------
Net deferred income tax liabilities.............            $10,969
                                                            =======

The Company made income tax payments to its parent of $1,553 in 1999 and $1,082 will be refunded to The LTV Corporation upon final determination of the working capital adjustments described in Note 1.

2000........................................    $  100
2001........................................        84
2002........................................        75
2003........................................        69
2004........................................        69
2005 and thereafter.........................     1,518
                                                ------
                                                $1,915
                                                ======

Total rent expense for all leases (including $979 of month-to-month warehouse rentals) amounted to approximately $1,087 in 1999.

WELDED TUBE CO. OF AMERICA

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
JUNE 30, 1999

The Company leased certain machinery and equipment under a capital lease. Future minimum lease payments of $3,085 (including $73 of interest payments) are payable in fiscal year 2000. The net book value of assets under capital leases was $6,717 at June 30, 1999.

During 1999, the Company received an advance of $760 from its electric power supplier in Portland, Oregon, in exchange for the Company's commitment to purchase its electric power requirements (subject to defined minimum amounts which increase over the contract period). The Company has committed to purchase such electricity from January 1999 through June 2005, provided the Portland public utilities are de-regulated. The Company must purchase electrical power at the rate of thirty-three dollars per megawatt hour or at an alternative rate equivalent to the then market price of electric power plus two dollars per megawatt hour, at the election of the power supply company. The Company recognizes the advance of $760 as income based on the defined minimum amounts over the term of the agreement. As of June 30, 1999, the Company has recognized $18 of income as a result of this agreement.

NOTE 8. EMPLOYEE BENEFIT PLANS

The Company maintains a 401(k) defined-contribution plan for the benefit of substantially all of its nonunion employees. Under the plan, the Company matches employee contributions, up to a maximum of 4% of each employee's salary.

The Company also maintains a defined-contribution plan that provides retirement benefits to eligible employees who are members of the International Brotherhood of Teamsters Local No. 714. The Company makes contributions to a trust on behalf of each eligible employee at the rate of approximately one hundred dollars per month, in accordance with the terms of the Company's union contract. In addition, the Company matches one-half of employee contributions, up to a maximum of 4% of each employee's salary.

Total contributions to these plans were $583 in 1999.

WE ARE OFFERING TO SELL, AND ARE SEEKING OFFERS TO BUY, THE SECURITIES ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER IMPLIES THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE LTV CORPORATION OR THAT THE INFORMATION SET FORTH IN THIS PROSPECTUS IS CORRECT AS OF ANY DATE AFTER THE DATE OF THIS PROSPECTUS. YOU SHOULD RELY ON INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS.