1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM __________ TO _________ Commission File Number 1-10319 RTI INTERNATIONAL METALS, INC. (Exact name of registrant as specified in its charter) OHIO 52-2115953 (State of Incorporation) (I.R.S. Employer Identification No.) 1000 WARREN AVENUE, NILES, OHIO 44446 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 330-544-7700 ================================================================================ 2 FORM 10-K/A AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999 OF RTI INTERNATIONAL METALS, INC. Pursuant to Rule 12b-15, promulgated under the Securities Exchange Act of 1934, RMI Titanium Company hereby amends each of the following Items of its Annual Report on Form 10-K for the year ended December 31, 1999, so that, as amended, such Items read as set forth herein. Index to Exhibits Exhibit 23.1 Exhibit 99.1 Exhibit 99.2 3 INDEX TO EXHIBITS SEQUENTIAL EXHIBIT PAGE NO. DESCRIPTION NUMBER --- ----------- ------ 2.0 Amended and Restated Reorganization Agreement, incorporated by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-1 No. 33-30667 Amendment No. 1. 2.1 Stock Purchase Agreement, dated as of October 1, 1998, by and among RTI International Metals, Inc., New Century Metals, Inc., Richard R. Burkart and Joseph H. Rice, incorporated by reference to Exhibit 2.1 and 2.2 to the Company's Current Report on Form 8-K dated October 15, 1998. 2.2 Asset Purchase Agreement, dated October 1, 1998, by and among Weld-Tech Engineering Services, L.P. and Weld-Tech Engineering, L.P., incorporated by reference to Exhibit 2.1 and 2.2 to the Company's Current Report on Form 8-K dated October 15, 1998. 3.1 Amended and Restated Articles of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated October 15, 1998. 3.2 Amended Code of Regulations of the Company, incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-4 No. 333-61935. 4.1 Credit Agreement between RTI International Metals, Inc. and PNC Bank, National Association, as agent; Mellon Bank, National Association of Pennsylvania and Bank One. National Association as co-agents, dated as of September 30, 1998, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998. 10.1 Agreement for the sale and purchase of titanium tetrachloride between SCM Chemicals, Inc., and RMI Titanium Company dated March 9, 1993, incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.+ 10.2 Agreement for the supply, purchase and sale of chlorine between SCM Chemicals, Inc., and RMI Titanium Company dated as of November 13, 1990, incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1990. 10.3 RMI Company Annual Incentive Compensation Plan, incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1 No. 33-30667 Amendment No. 2. 10.4 RMI Titanium Company 1989 Stock Option Incentive Plan, incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1 No. 33-30667 Amendment No. 2. 10.5 RMI Titanium Company Supplemental Pension Plan effective August 1, 1987, and amended as of December 12, 1990, incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 1990. 10.6 RMI Titanium Company Excess Benefits Plan effective July 18, 1991, incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991. 10.7 Sales Agreement for the supply of titanium sponge and plasma electrodes between Oregon Metallurgical Corporation and RMI Titanium Company dated as of August 8, 1994 incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.+ 4 SEQUENTIAL EXHIBIT PAGE NO. DESCRIPTION NUMBER --- ----------- ------ 10.8 Sales Agreement for the supply of titanium sponge between Osaka Titanium Co., Ltd., Sumitomo Corporation, Sumitomo Corporation of America, and RMI Titanium Company dated as of September 4, 1992 incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.+ 10.9 RTI International Metals, Inc., 1995 Stock Plan incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995. 10.10 Employment agreement, dated August 1, 1999, between the Company and John H. Odle, filed herewith. 10.11 Employment agreement, dated August 1, 1999, between the Company and T. G. Rupert, filed herewith. 10.12 Employment agreement, dated August 1, 1999 between the Company and Dawne S. Hickton, filed herewith. 10.13 Employment agreement, dated August 1, 1999 between the Company and Lawrence W. Jacobs, filed herewith. 10.14 Employment agreement, dated November 1, 1999, between the Company and Gordon L. Berkstresser, filed herewith. 21 Subsidiaries of the Company. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of PricewaterhouseCoopers LLP. (filed herewith). 24 Powers of Attorney. 27 Financial Data Schedule. 99.1 Financial Statements of The RMI Employee Savings and Investment Plan for the year ended December 31, 1999 (filed herewith). 99.2 Financial Statements of The RMI Bargaining Unit Employee Savings and Investment Plan for the year ended December 31, 1999 (filed herewith). - --------------- + Confidential treatment has been requested.