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
May 7, 2003
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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 May 7, 2003 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 Valhi, Inc. has commenced a tender
offer for Convertible Preferred Securities of TIMET Capital Trust I, such
securities being convertible into 0.1339 shares of the Registrant's common
stock.
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 May 7, 2003 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/ Matthew O'Leary
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Matthew O'Leary
Corporate Attorney and Assistant Secretary
Date: May 7, 2003
EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE: CONTACT:
Titanium Metals Corporation Bruce P. Inglis
1999 Broadway, Suite 4300 Vice President--Finance
Denver, Colorado 80202 and Corporate Controller
(303) 296-5600
VALHI, INC. COMMENCES TENDER OFFER FOR CONVERTIBLE PREFERRED SECURITIES OF
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TIMET CAPITAL TRUST I
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DENVER, COLORADO . . . May 7, 2003 . . . Titanium Metals Corporation (NYSE:
TIE) announced that on May 5, 2003, Valhi, Inc. (NYSE: VHI) commenced a tender
offer to purchase up to 1,000,000 of the 6?% Convertible Preferred Securities,
Beneficial Unsecured Convertible Securities (trading symbol "TMCXP") issued by
TIMET Capital Trust I. The tender offer is at a net price of $10 per security.
The securities include the associated guarantee by TIMET. There are currently
4,024,820 securities outstanding. Each security is convertible into 0.1339
shares of TIMET common stock, par value $.01 per share.
The tender offer expires at 12:00 midnight New York time on June 2, 2003,
unless extended by Valhi. The terms and conditions of the tender offer appear in
Valhi's Offer to Purchase dated May 5, 2003, and the related Letter of
Transmittal. Copies of these documents are being mailed to holders of the
securities and are also available on the website of the Securities and Exchange
Commission at www.sec.gov. Completion of the tender offer is conditioned upon
certain terms and conditions described in the Offer to Purchase. Subject to
applicable law, Valhi may waive any condition applicable to the tender offer,
and Valhi may extend or otherwise amend the tender offer.
Based on a review by TIMET's non-employee directors not related to Valhi,
TIMET has determined that neither TIMET, its board of directors nor any of its
officers will express an opinion or make any recommendation to any holder of the
securities, and TIMET and all of such persons will remain neutral toward the
tender offer. TIMET believes that a holder's decision on whether or not to
tender such holder's securities and, if so, how many securities to tender, is a
personal investment decision for each holder, based on such holder's personal
investment objectives. TIMET believes that each holder should discuss this
investment decision with such holder's financial and tax advisors.
TIMET, headquartered in Denver, Colorado, is a leading worldwide producer
of titanium metal products. Information on TIMET is available on the Internet at
www.timet.com.
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