1 Form 10-K/A Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 1994 of RMI TITANIUM COMPANY 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, 1994, so that, as amended, such Items read as set forth herein. Index to Exhibits Exhibit 23.1 Exhibit 99.1 Exhibit 99.2 2 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. 3.1 Articles of Incorporation of the Company, as amended March 31, 1994, incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1994. 3.2 Amended Code of Regulations of the Company, incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993. 9.1 RMI Voting Trust Agreement, dated as of August 4, 1994, between RMI Titanium Company, USX Corporation and Mellon Bank, N.A., as Trustee, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1994. 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 Bank Credit Agreement between Society National Bank, PNC Bank, National Association, and NBD Bank, N.A., as Banks, Society National Bank as Agent, and RMI Titanium Company dated as of June 13, 1994, incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-2 No. 33-52341 Amendment No. 2. 10.4 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. 10.5 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. 10.6 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. 10.7 RMI Titanium Company 1989 Employee Restricted Stock Award Plan, incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-1, No. 33-30667 Amendment No. 2. 10.8 Amendment to RMI Titanium Company 1989 Employee Restricted Stock Award Plan, incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 1990. 36 3 SEQUENTIAL EXHIBIT PAGE NO. DESCRIPTION NUMBER - ------- ----------- ------- 10.9 RMI Titanium Company 1989 Non-Employee Director Restricted Stock Award Plan, incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1, No. 33-30667 Amendment No. 2. 10.10 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. 10.11 Agreement for the supply of titanium sponge between Oregon Metallurgical Corporation and RMI Titanium Company dated as of February 26, 1992 (without exhibits), incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991.+ 21 Subsidiaries of the Company. 23.1 Consent of Price Waterhouse LLP* 24 Powers of Attorney. 99.1 Financial Statements of The RMI Employee Savings and Investment Plan for the year ended December 31, 1994.* 99.2 Financial Statements of The RMI Bargaining Unit Employee Savings and Investment Plan for the year ended December 31, 1994.* <FN> - --------- + Confidential treatment has been requested. * Filed herewith, all other exhibits previously filed. 37