SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*<F1>
TITANIUM METALS CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
888 339 10 8
(CUSIP Number)
<F1>
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act (however, see the Notes).
(Continued on following pages)
CUSIP No. 888 339 10 8
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Union Titanium Sponge Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ] (b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNEDY 3,653,230
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8. SHARED DISPOSITIVE POWER
3,653,230
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,653,230
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888 339 10 8
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Toho Titanium Company, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ] (b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
5. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,653,230
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8. SHARED DISPOSITIVE POWER
3,653,230
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,653,230
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888 339 10 8
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Nippon Steel Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ] (b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
5. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,653,230
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8. SHARED DISPOSITIVE POWER
3,653,230
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,653,230
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888 339 10 8
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Nippon Mining & Metals Company, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ] (b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
5. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,653,230
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8. SHARED DISPOSITIVE POWER
3,653,230
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,653,230
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888 339 10 8
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mitsui & Co., Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ] (b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
5. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,653,230
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8. SHARED DISPOSITIVE POWER
3,653,230
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,653,230
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 888 339 10 8
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mitsui & Co. (U.S.A.), Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ] (b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,653,230
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8. SHARED DISPOSITIVE POWER
3,653,230
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,653,230
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.6%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
SCHEDULE 13G
This statement on Schedule 13G (this "Statement") relates to shares
of the common stock, par value $0.01 per share (the "Common Stock"), of Titanium
Metals Corporation, a Delaware corporation (the "Company").
ITEM 1(a) NAME OF ISSUER:
Titanium Metals Corporation
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1999 Broadway, Suite 4300, Denver, Colorado 80202
ITEM 2(a) NAME OF PERSON FILING:
This Statement is filed by the Reporting Persons listed in Item 1 of the
cover pages attached hereto.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
For Union Titanium Sponge Corporation ("UTSC") and Toho Titanium Company,
Ltd. ("Toho"): 2-13-31 Kohnan, Minato-ku, Tokyo 108, Japan
For Nippon Mining & Metals Company, Ltd. ("NMMC"):
10-1 Toranomon 2-chome, Minato-ku, Tokyo 105, Japan
For Nippon Steel Corporation ("NSC"):
6-3 Ohtemachi 2-chome, Chiyoda-ku, Tokyo 100-71, Japan.
For Mitsui & Co., Ltd. ("Mitsui"):
2-1 Ohtemachi 1-chome, Chiyoda-ku, Tokyo, Japan.
For Mitsui & Co. (U.S.A.), Inc. ("Mitsui USA"):
200 Park Avenue, New York, New York 10166-0130.
ITEM 2(c) CITIZENSHIP:
See Item 4 of Cover Pages.
ITEM 2(d) TITLE AND CLASS OF SECURITIES:
Common Stock
ITEM 2(e) CUSIP NUMBER:
888 339 10 8
ITEM 3 INFORMATION IF STATEMENT IS FILED PURSUANT TO RULES
13d-1(b) OR 13d-2(b):
Not Applicable.
ITEM 4(a) AMOUNT BENEFICIALLY OWNED
3,653,230 (as of December 31, 1996)
ITEM 4(b) PERCENT OF CLASS:
11.6% (as of December 31, 1996)
ITEM 4(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
0 (as of December 31, 1996)
(ii) Shared power to vote or to direct the vote:
3,653,230 (as of December 31, 1996)
(iii) Sole power to dispose or to direct the disposition of:
0 (as of December 31, 1996)
(iv) Shared power to dispose or to direct the disposition of:
3,653,230 (as of December 31, 1996)
As of December 31, 1996, UTSC was the sole record holder of
3,150,000 shares of Common Stock (approximately 10.0% of the outstanding
Common Stock) and also held the right to purchase from IMI Americas, Inc.
("IMI Americas") 503,230 shares of Common Stock (the "IMI Option"). In
accordance the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules promulgated thereunder, UTSC may be deemed to be the
beneficial owner of the shares of Common Stock subject to the IMI Option
and, as a result, directly hold in the aggregate 3,653,230 shares of
Common Stock, which is approximately 11.6% of the outstanding Common Stock
according to information contained in the Company's Registration Statement
on Form S-1, Registration No. 333-18829, initially filed December 26,
1996. (If not exercised on or prior to February 11, 1999, the IMI Option
will revert to Tremont Corporation until expiration of the IMI Option on
February 15, 1999.)
Toho, NMMC, NSC, Mitsui and Mitsui USA are shareholders of UTSC and,
by virtue of such shareholding, may, pursuant to Rule 13d-3 under the
Exchange Act, be deemed to be beneficial owners of the shares of Common
Stock owned by UTSC. Each of Toho, NMMC, NSC, Mitsui and Mitsui USA
expressly disclaims such beneficial ownership. Toho, NMMC, NSC, Mitsui,
Mitsui USA and UTSC are hereafter collectively referred to as the
Reporting Persons.
The Company, Tremont Corporation ("Tremont") and the Reporting
Persons are parties to an agreement dated May 30, 1990, as amended (the
"Investors' Agreement"), that regulates certain aspects of the governance
of the Company. The Investors' Agreement provides, among other things,
that so long as the Reporting Persons hold at least 10% of the Company's
"Adjusted Outstanding TMC Voting Securities" (as defined in the Investors'
Agreement), the Company and Tremont shall cause the board of directors of
the Company to be composed of seven members and one individual designated
by UTSC to be elected to serve as a director of the Company. For purposes
of the Investors' Agreement, the Adjusted Outstanding TMC Voting
Securities excludes certain outstanding shares of Common Stock. In
addition, the Investors' Agreement provides certain limitations on the
right of the Reporting Persons to transfer their shares of Common Stock
and a right of first refusal, under certain circumstances, in favor of
Tremont on a proposed transfer of any Reporting Persons' Common Stock.
The Investors' Agreement terminates in the event the Reporting Persons, as
a group, hold less than 5% of the Adjusted Outstanding TMC Voting
Securities.
In view of the Investors' Agreement, the Reporting Persons and
Tremont may be deemed to be a group. The Reporting Persons disclaim
beneficial ownership of all shares of Common Stock held by Tremont and IMI
Americas, except to the extent of the UTSC's right to acquire shares of
Common Stock pursuant to the IMI Option.
Unless indicated otherwise, all of the stock ownership amounts and
stock ownership percentages appearing in this Item 4(c) are as of December
31, 1996.
ITEM 5 OWNERSHIP OF 5% OR LESS OF CLASS:
Not Applicable.
ITEM 6 OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
Not Applicable.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY WHICH ACQUIRED THE
SECURITIES BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
ITEM 10 CERTIFICATION:
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: February 18, 1997
Union Titanium Sponge Corporation
By:/s/ YOICHI ARAI
(Yoichi Arai, President)
Toho Titanium Company, Ltd.
By:/s/ YOICHI ARAI
(Yoichi Arai, President)
Nippon Steel Corporation
By:/s/ TSUTOMU YAMADA
(Tsutomu Yamada, General Manager
Titanium Division)
Nippon Mining & Metals Company, Ltd.
By:/s/ YASUYUKI SHIMIZU
(Yasuyuki Shimizu,
Senior Managing Director)
Mitsui & Co., Ltd.
By:/s/ TETSUYA MATUOKA
(Tetsuya Matuoka,
General Manager, Non-Ferrous 8
Metals Second Division)
Mitsui & Co. (U.S.A.), Inc.
By:/s/ KAZUO TASAKA
(Kazuo Tasaka, Senior Vice
President and General Manager
Metal Division)
