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
August 10, 2004
-------------------------------------------------------------------------------
(Date of Report, date of earliest event reported)
TITANIUM METALS CORPORATION
-------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 0-28538 13-5630895
--------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
1999 Broadway, Suite 4300, Denver, CO 80202
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(303) 296-5600
-------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
-------------------------------------------------------------------------------
(Former name or address, if changed since last report)
Item 9: Regulation FD Disclosure
The registrant hereby furnishes the information set forth in
the press release the registrant issued on August 10, 2004, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
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.
TITANIUM METALS CORPORATION
(Registrant)
By: /s/ Matthew O'Leary
----------------------------------------
Matthew O'Leary
Corporate Attorney and Assistant Secretary
Date: August 10, 2004
INDEX TO EXHIBITS
Exhibit No. Description
99.1 Press release dated August 10, 2004 issued by
Titanium Metals Corporation
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 & Corporate Controller
(303) 296-5600
RESULTS OF TIMET'S ANNUAL STOCKHOLDERS' MEETING
DENVER, COLORADO . . . August 10, 2004 . . . Titanium Metals Corporation
(NYSE: TIE) held its Annual Stockholders' Meeting on August 5, 2004, at which
seven incumbent members of TIMET's Board of Directors were elected, each to
serve until the next Annual Meeting of Stockholders. The members of the Board of
Directors are: J. Landis Martin, Chairman, Norman N. Green, Dr. Gary C.
Hutchison, Dr. Albert W. Niemi, Jr., Glenn R. Simmons, Steven L. Watson, and
Paul J. Zucconi.
A majority of TIMET's stockholders entitled to vote at the Annual Meeting
also approved the previously announced exchange offer pursuant to which the
Company would issue shares of newly created Series A Preferred Stock in exchange
for the 6.625% Convertible Preferred Securities, Beneficial Unsecured
Convertible Securities of TIMET Capital Trust I (BUCS), and the amendment of the
Company's Amended and Restated Certificate of Incorporation to increase the
number of authorized shares of the Company's capital stock. One of the purposes
of the amendment is to permit a five-for-one split of TIMET's common stock to be
effected in the form of a dividend of four additional shares of TIMET common
stock for each share held on the effective date. The amendment was previously
approved by TIMET's Board of Directors.
The record date for the stock dividend by which the stock split will be
effected (which is also the effective date of the stock split) has been set as
the close of business on Thursday, August 19, 2004. As soon as practicable
following the record date, each stockholder of record will be mailed a
certificate or account statement (for those with accounts with the Company's
transfer agent (American Stock Transfer and Trust Company) representing the new
shares. Each currently outstanding stock certificate will continue to represent
the same number of shares shown on its face following the effective date of the
stock split. TIMET common stock will begin trading on a post-split basis
beginning August 20, 2004.
This press release is not a solicitation or recommendation to security
holders in connection with the BUCS exchange offer. Security holders are urged
to read carefully the Company's Prospectus, filed with the SEC and declared
effective as of July 30, 2004, and its Schedule TO, filed with the SEC on July
30, 2004, copies of which have been mailed to all BUCS holders, because these
documents contain important information concerning the BUCS exchange offer.
Additional copies of the Prospectus and Schedule TO are available to security
holders without charge by telephone (303-296-5600) or in writing (Investor
Relations Department, Titanium Metals Corporation, 1999 Broadway, Suite 4300,
Denver, Colorado 80202). In addition, security holders can obtain copies of the
Prospectus and Schedule TO filed by TIMET with the Securities and Exchange
Commission ("SEC") without charge on the SEC's website at http://www.sec.gov.
TIMET, headquartered in Denver, Colorado, is a leading worldwide producer
of titanium metal products. Information on TIMET is available on the Company's
website at http://www.timet.com/.
o o o o