SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
September 20, 2001
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(Date of Report, date of earliest event reported)
TITANIUM METALS CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 0-28538 13-5630895
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
1999 Broadway, Suite 4300, Denver, CO 80202
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(Address of principal executive offices) (Zip Code)
(303) 296-5600
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or address, if changed since last report)
Item 5: Other Events
On September 19 2001 the Registrant issued the press release attached
hereto as Exhibit 99.1, which is incorporated herein by reference. The press
release relates to an announcement by Registrant that it has received a proposal
from Valhi, Inc. to exchange the 40,350,931 shares of common stock of NL
Industries, Inc. held by Valhi, Inc. and Tremont Corporation for a combination
of newly issued shares of common stock and debt securities of the Registrant.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Item No. Exhibit List
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99.1 Press Release dated September 19, 2001 issued by Registrant.
SIGNATURES
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.
TITANIUM METALS CORPORATION
(Registrant)
By: /s/Joan H. Prusse
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Joan H. Prusse
Vice President, Deputy General Counsel
and Secretary
Date: September 20, 2001
EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE: CONTACT:
Titanium Metals Corporation Mark A. Wallace
1999 Broadway, Suite 4300 Executive Vice President
Denver, Colorado 80202 and Chief Financial Officer
(303) 296-5615
VALHI PROPOSES TO EXCHANGE NL INDUSTRIES COMMON STOCK FOR
TIMET EQUITY AND DEBT SECURITIES
DENVER, COLORADO . . . September 19, 2001 . . . Titanium Metals Corporation
("TIMET") (NYSE: TIE) announced today that it has received a proposal from
Valhi, Inc. (NYSE: VHI) to exchange the 40,350,931 shares of common stock of NL
Industries, Inc. (NYSE: NL) held by Valhi and Tremont Corporation (NYSE: TRE)
for a combination of newly issued shares of TIMET common stock and TIMET debt
securities. Valhi has proposed an exchange ratio of 1.65 to 2.00 common shares
of TIMET plus debt securities with a principal amount of $10.00 to $12.00 for
each share of NL held by Valhi and Tremont. Valhi and Tremont currently own
approximately 60.9% and 20.6%, respectively, of NL's 49.5 million outstanding
common shares. Tremont owns approximately 38.5% of TIMET's 31.9 million
outstanding common shares.
TIMET said it expects to discuss the proposal submitted by Valhi at the
regularly scheduled meeting of its Board of Directors on September 29, 2001.
TIMET said it will likely form a special committee comprised of independent
members of its Board of Directors to consider the terms and conditions under
which such transaction might be completed.
J. Landis Martin, Chairman and Chief Executive Officer of TIMET, said, "We
plan to consider this transaction at our next Board meeting. From my point of
view, this transaction could provide substantial benefits by giving TIMET a line
of business that historically has achieved consistent operating profits and cash
flow, and by giving us a stronger capital base upon which to build future
growth. We do not envision any significant change in the management of either
TIMET or NL should the transaction be completed."
TIMET will host a conference call to discuss this matter on September 20,
2001 at 10:30 a.m. (EDT). On the call will be J. Landis Martin and Mark A.
Wallace, Chief Financial Officer. Participants can access the call by dialing
(888) 408-5406 (domestic) and (303) 262-3305 (international). A taped replay of
the call will be available until 11:59 p.m. (EDT) on September 27, 2001 by
calling (800) 475-6701 (domestic) and (320) 365-3844 (international). The access
code for the replay is 604144.
The statements in this release and the conference call relating to matters
that are not historical facts are forward-looking statements that represent
management's beliefs and assumptions based on currently available information.
Forward-looking statements can be identified by the use of words such as
"believes," "intends," "may," "will," "looks," "should," "could, "
"anticipates," "expects" or comparable terminology or by discussions of strategy
or trends. Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it cannot give any assurances that
these expectations will prove to be correct. Such statements by their nature
involve substantial risks and uncertainties that could significantly affect
expected results. Actual future results could differ materially from those
described in such forward-looking statements, and the Company disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. Among the
factors that could cause actual results to differ materially are risks and
uncertainties including, but not limited to, the cyclicality of the commercial
aerospace industry, the performance of aerospace manufacturers under their
long-term purchase agreements with the Company, the difficulty in forecasting
demand for titanium products, global economic conditions, global productive
capacity for titanium, changes in product pricing, the impact of long-term
contracts with vendors on the ability of the Company to reduce or increase
supply or achieve lower costs, the possibility of labor disruptions,
fluctuations in currency exchange rates, control by certain stockholders and
possible conflicts of interest, uncertainties associated with new product
development, the supply of raw materials and services, changes in raw material
and other operating costs (including energy costs) and other risks and
uncertainties included in the Company's filings with the Securities and Exchange
Commission. Should one or more of these risks materialize (or the consequences
of such a development worsen), or should the underlying assumptions prove
incorrect, actual results could differ materially from those forecasted or
expected. The Company assumes no duty to update any forward-looking statements.
TIMET, headquartered in Denver, Colorado, is a leading worldwide integrated
producer of titanium metal products. Information on TIMET is available on the
World Wide Web at http://www.timet.com/.
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