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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 9, 1997
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RMI TITANIUM COMPANY
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(Exact name of registrant as specified in its charter)
Ohio 1-10319 31-0875005
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(State or other jurisdiction (Commission) (IRS Employer
of incorporation) File Number) Identification No.)
1000 Warren Avenue, Niles, Ohio 44446
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 544-7700
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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On June 9, 1997, the Board of Directors of RMI Titanium Company (the
"Company") declared a dividend distribution of one right (a "Right") for each
share of Common Stock, par value $.01 per share (the "Common Shares"), of the
Company outstanding at the close of business on June 19, 1997 (the "Record
Date"), pursuant to the terms of a Rights Agreement, dated as of June 9, 1997
(the "Rights Agreement"), between the Company and ChaseMellon Shareholder
Services, LLC, as Rights Agent. The Rights Agreement also provides, subject to
specified exceptions and limitations, that Common Shares issued or delivered
from the Company's treasury after the Record Date will be entitled to and
accompanied by Rights. The Rights are in all respects subject to and governed by
the provisions of the Rights Agreement, a copy of which (including all exhibits
thereto) is filed as Exhibit 10.1 hereto and incorporated herein by this
reference. A summary description of the Rights is set forth in Exhibit C to the
Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired: None
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(b) Pro Forma Financial Information: None
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(c) Exhibits:
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Exhibit
Number Exhibit
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10.1 Rights Agreement (including a Certificate of
Adoption of Amendment to Amended Articles of
Incorporation as Exhibit A thereto, a Form
of Right Certificate as Exhibit B thereto
and a Summary of Rights to Purchase
Preferred Stock as Exhibit C thereto)
99.1 Form of letter to stockholders, dated June
19, 1997
99.2 Press release, dated June 10, 1997
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
RMI TITANIUM COMPANY
By: /s/ Timothy G. Rupert
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Timothy G. Rupert
Executive Vice President
and Chief Financial Officer
Dated: June 10, 1997
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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10.1 Rights Agreement (including a Certificate of
Amendment to Amended Articles of Incorporation as
Exhibit A thereto, a Form of Right Certificate as
Exhibit B thereto and a Summary of Rights to
Purchase Preferred Stock as Exhibit C thereto)
99.1 Form of letter to stockholders, dated June 19,
1997
99.2 Press release, dated June 10, 1997
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