UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 9, 2005
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 jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1999 Broadway, Ste. 4300, Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 296-5600
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
The registrant hereby furnishes the information set forth in the press
release issued on August 9, 2005, a copy of which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
The information, including the exhibit, the registrant furnishes in this
report is not deemed "filed" for purposes of section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. Registration statements or other documents filed with the
Securities and Exchange Commission shall not incorporate this information by
reference, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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99.1 Press Release dated August 9, 2005 issued by the 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)
/s/ Matthew O'Leary
Matthew O'Leary
Corporate Attorney and Assistant Secretary
Date: August 10, 2005
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release dated August 9, 2005.
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 2-FOR-1 STOCK SPLIT AND
DECLARES DIVIDEND ON 6-3/4% SERIES A PREFERRED STOCK
DENVER, COLORADO . . . August 9, 2004 . . . Titanium Metals Corporation
("TIMET" or the "Company") (NYSE: TIE) announced today that its Board of
Directors has approved a two-for-one split of TIMET's common stock, $.01 par
value per share. The stock split will be effected in the form of a stock
dividend. The Record Date for the stock split has been set as the close of
business on Thursday, August 25, 2005. Holders of record on the Record Date will
receive one additional share for each share held on that date. The additional
shares will be distributed on Tuesday, September 6, 2005 by the Company's
transfer agent American Stock Transfer and Trust Company, and the shares are
expected to trade on a post-split basis on Wednesday, September 7, 2005.
As a result of the stock split, the conversion rate of the Company's 6 3/4
% Series A Preferred Stock will be changed to three and one-third shares of
common stock for each share of Series A Preferred Stock, and the conversion rate
of the of 6 5/8% Convertible Preferred Securities, Beneficial Unsecured
Convertible Securities (BUCS) issued by TIMET Capital Trust I will be changed to
1.339 shares of common stock for each BUCS.
TIMET also announced that its board of directors has declared a quarterly
dividend of $0.84375 per share on its 6-3/4% Series A Preferred Stock, payable
on September 15, 2005 to stockholders of record as of the close of business on
September 1, 2005.
TIMET, headquartered in Denver, Colorado, is a leading worldwide producer
of titanium metal products. Information on TIMET is available on its website at
www.timet.com.
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