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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
November 12, 1996
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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)
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Item 5: Other Events
On November 11, 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 private offering of convertible preferred
securities.
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 November 11, 1996 issued by
Registrant.
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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: November 12, 1996
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Press release dated November 11, 1996 issued by Registrant.
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EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE CONTACT:
Titanium Metals Corporation Joseph S. Compofelice
1999 Broadway, Suite 4300 Chief Financial Officer
Denver, Colorado 80202 (713) 423-3303
TIMET ANNOUNCES $150 MILLION PRIVATE OFFERING
OF CONVERTIBLE PREFERRED SECURITIES
DENVER, COLORADO . . . November 11, 1996 . . . Titanium Metals
Corporation ("TIMET") (NASDAQ: TIMT) announced today plans to form the TIMET
Capital Trust I, a Delaware business trust, to offer tax-advantaged convertible
preferred securities in a private offering to qualified institutional buyers in
the United States in reliance on Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), certain institutional accredited investors, as
defined in Regulation D under the Securities Act, and pursuant to offers and
sales that occur outside the United States within the meaning of Regulation S
under the Securities Act. TIMET will own all of the common securities of the
Trust. TIMET plans to use the proceeds of the offering to repay approximately
$100 million of indebtedness and for general corporate purposes.
It is anticipated that the Trust will offer up to $150 million in
convertible preferred securities with a liquidation preference of $50 each and
will grant the initial purchasers an option to purchase an additional $22.5
million in convertible preferred securities to cover overallotments. The
securities will represent undivided beneficial ownership interests in the Trust
and will be effectively guaranteed by TIMET. The assets of the Trust will
consist solely of TIMET's Convertible Junior Subordinated Debentures due 2026.
The convertible preferred securities of the Trust will be convertible at the
option of the holders thereof into common stock of TIMET.
The securities being offered have not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States or
to U.S. persons absent registration or an applicable exemption from the
registration requirements.
TIMET, headquartered in Denver, Colorado, is a leading integrated
producer of titanium metal products.
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