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 24, 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 21 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 been informed by
Valhi, Inc. that Valhi will not approve any transaction that may be negotiated
with an independent committee of TIMET's Board of Directors and its advisors
without the affirmative vote of a majority of the shares voting that are held by
persons other than Valhi, Tremont and their affiliates. The original offer
letter to Registrant from Valhi is attached hereto as Exhibit 99.2, which is
incorporated herein by reference.
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 21, 2001 issued by Registrant.
99.2 Offer letter dated September 19, 2001 received 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 24, 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
TIMET ANNOUNCES RECEIPT OF UPDATED VALHI PROPOSAL
DENVER, COLORADO . . . September 21, 2001 . . . Titanium Metals Corporation
(NYSE: TIE) announced on September 19, 2001 that it had received a proposal from
Valhi, Inc. (NYSE: VHI) whereby the shares of the common stock of NL Industries,
Inc. (NYSE: NL) held by Valhi and Tremont Corporation (NYSE: TRE) would be
transferred to TIMET in exchange for TIMET securities.
Valhi has informed TIMET that Valhi will not approve any transaction that
may be negotiated with an independent committee of TIMET's Board of Directors
and its advisors without the affirmative vote of a majority of the shares voting
that are held by persons other than Valhi, Tremont and their affiliates.
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/.
o o o o o
Exhibit 99.2
VALHI
Steven L. Watson
President
(972) 450-4216
September 19, 2001
Board of Directors Board of Directors
Titanium Metals Corporation Tremont Corporation
1999 Broadway 1999 Broadway
Suite 4300 Suite 4300
Denver, Colorado 80202 Denver, Colorado 80202
Ladies and Gentlemen:
Valhi, Inc. and Tremont Corporation own 30,135,390 shares and 10,215,541
shares, respectively, of the common stock of NL Industries, Inc., representing
approximately 81.5% of the outstanding shares of NL.
Valhi believes TIMET's acquisition of the NL shares held by Valhi and
Tremont in a transaction in which each NL share would be exchanged for 1.65 to
2.00 shares of newly-issued TIMET common stock plus TIMET debt securities in the
principal amount of $10.00 to $12.00, with terms to be appropriately determined,
would provide an attractive investment opportunity for TIMET at a fair and
reasonable price for all parties. Such an acquisition would, among other things,
(i) allow TIMET to diversify into an industry that historically would moderate
TIMET's business cycles, (ii) provide a significant and consistent level of
profitability to offset TIMET's inconsistent financial results, (iii) improve
access to capital resources and markets as a result of a significantly larger
asset and capital base, (iv) facilitate future growth through expansion of
current operations and potential acquisitions (v) provide for opportunities to
achieve administrative cost savings and (vi) result in TIMET and NL becoming
members of the same consolidated tax group, which could provide significant tax
benefits to TIMET.
Your prompt consideration and response to this proposal is appreciated.
Sincerely,
/s/ Steven L. Watson, President
Steven L. Watson, President
Valhi, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240