<PAGE> 1
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 10, 1996
- --------------------------------------------------------------------------------
(Date of Report, date of earliest event reported)
TITANIUM METALS CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 333-2940 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)
-1-
<PAGE> 2
Item 5: Other Events
On September 4, 1996, the Registrant issued the press release attached
hereto as Exhibit 99.1, which is incorporated herein by reference. The press
release relates to the Registrant's announcement of the intent to purchase
substantially all of the assets of Axel Johnson Metals, Inc.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Item No. Exhibit List
-------- ------------
99.1 Press release dated September 4, 1996 issued
by Registrant.
-2-
<PAGE> 3
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/ John R. Burt
------------------------
John R. Burt
Corporate Attorney
and Assistant Secretary
Date: September 10, 1996
-3-
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
99.1 Press release dated September 4, 1996 issued
by Registrant.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE CONTACT:
Titanium Metals Corporation Joseph S. Compofelice
1999 Broadway, Suite 4300 (713) 423-3303
Denver, Colorado 80202
TIMET TO ACQUIRE AXEL JOHNSON METALS
DENVER, COLORADO . . . . September 4, 1996 . . . . Titanium Metals
Corporation (TIMET) (NASDAQ:TIMT) has reached an agreement in principle with
Axel Johnson Inc. (AJI), headquartered in Stamford, Connecticut, to purchase
substantially all of the assets of AJI's subsidiary, Axel Johnson Metals, Inc.
The assets of Axel Johnson Metals include its 50% partnership interest in
Titanium Hearth Technologies (THT). TIMET currently owns the other 50%
interest. THT is the world leader in electron beam cold hearth melting
technology, with facilities in Pennsylvania and Nevada.
In addition to its 50% interest in THT, Axel Johnson Metals serves the
titanium and specialty metals markets through its titanium scrap processing
facility in Pennsylvania, electron beam and vacuum induction melting (VIM)
furnaces in California, and a second electron beam cold hearth melting furnace
in Pennsylvania, which is also currently utilized by THT. For the six months
ended June 30, 1996, Axel Johnson Metals had unaudited revenues of $46.5
million.
TIMET Chairman and CEO, J. Landis Martin, stated: "Axel Johnson Metals
and THT are the pioneers in electron beam cold hearth melting. Hearth melting
is receiving increased recognition as the preferred method for producing
critical rotating titanium aerospace parts and a wide variety of structural
aerospace and industrial products. In addition, hearth melting is an
efficient, low cost method for converting titanium scrap for many applications.
This acquisition brings to TIMET important capabilities in serving titanium
customers worldwide. We also believe that TIMET's ownership of Axel Johnson
Metals will assist TIMET in accomplishing its objective of expanding
opportunities to lower costs and provide more efficient opportunities to expand
the worldwide market for titanium metal products." Martin also said: "Our plan
is to continue to operate THT as it has been in the past, serving the entire
titanium industry."
The completion of the transaction is subject to a number of
conditions, including appropriate regulatory approval and the execution of
definitive agreements. TIMET expects to complete the transaction in October.
TIMET said it would use borrowed funds and cash on hand to fund the
acquisition. The purchase price is $90 million in cash subject to possible
adjustment.
TIMET is the world leader in the production of titanium metal
products.
* * * * *
