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
March 25, 2004
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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 March 25, 2004 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 is resuming payment of the
deferred dividends and interest on its Convertible Preferred Securities and that
its Board of Directors has approved a split of the Registrant's common stock and
approved an amendment of the Registrant's Certificate of Incorporation to
increase the number of authorized shares of capital 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 March 25, 2004 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: March 24, 2004
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
TIMET ANNOUNCES PAYMENT OF DEFERRED DIVIDENDS AND INTEREST ON
CONVERTIBLE PREFERRED SECURITIES
AND 5-FOR-1 STOCK SPLIT
DENVER, COLORADO . . . March 24, 2004 . . . Titanium Metals Corporation
("TIMET" or the "Company") (NYSE: TIE) announced today that its Board of
Directors has approved resumption of scheduled quarterly payments of dividends
on its outstanding 6.625% Convertible Preferred Securities with the next
scheduled payment on June 1, 2004 to holders of record as of May 15, 2004. The
Company's Board also approved payment on April 15, 2004 of all previously
deferred dividends and accrued interest on the Convertible Preferred Securities
to holders of record as of April 5, 2004.
TIMET also announced that its Board of Directors has approved a split of
TIMET's common stock, $.01 par value per share, at a ratio of five new shares
for each old share. In order to effect the split, the Company's Board has also
approved the amendment of TIMET's Certificate of Incorporation to increase the
number of authorized shares of capital stock.
The Company will submit the proposal to amend its Certificate of
Incorporation to increase the authorized capital stock to its stockholders for
approval at the 2004 Annual Meeting of Stockholders, currently scheduled for May
21, 2004. Subject to stockholder approval of the amendment of the Company's
Certificate of Incorporation and the approval of a Supplemental Listing
Application by the New York Stock Exchange, the stock split will be effected by
means of a dividend of four shares of TIMET's Common stock for each issued and
outstanding share of Common Stock. Upon satisfaction of the NYSE listing
requirements, the effective date of the stock split will be announced. The
definitive date, time and place of the Company's Annual Meeting will be included
in the Company's Notice of Annual Meeting of Stockholders and Proxy Statement.
TIMET, headquartered in Denver, Colorado, is a leading worldwide producer
of titanium metal products. Information on TIMET is available on the internet at
http://www.timet.com/.
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