SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
*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)
<PAGE>
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
OWNED BY 1,153,230
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8. SHARED DISPOSITIVE POWER
1,153,230
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,153,230
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
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 1,153,230
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8. SHARED DISPOSITIVE POWER
1,153,230
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,153,230
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
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 1,153,230
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8. SHARED DISPOSITIVE POWER
1,153,230
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,153,230
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
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 1,153,230
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8. SHARED DISPOSITIVE POWER
1,153,230
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,153,230
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
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 1,153,230
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8. SHARED DISPOSITIVE POWER
1,153,230
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,153,230
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
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 1,153,230
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8. SHARED DISPOSITIVE POWER
1,153,230
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,153,230
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
SCHEDULE 13G
This amended 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
<PAGE>
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
1,153,230 (as of December 31, 1997)
ITEM 4(b) PERCENT OF CLASS:
3.7% (as of December 31, 1997)
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, 1997)
(ii) Shared power to vote or to direct the vote:
1,153,230 (as of December 31, 1997)
(iii) Sole power to dispose or to direct the disposition of:
0 (as of December 31, 1997)
(iv) Shared power to dispose or to direct the disposition of:
1,153,230 (as of December 31, 1997)
As of December 31, 1996, UTSC was the sole record holder of
650,000 shares of Common Stock (approximately 2.1% 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
1,153,230 shares of Common Stock, which is approximately 3.7% of the
outstanding Common Stock according to information obtained from the
Company. (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.)
<PAGE>
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.
Unless indicated otherwise, all of the stock ownership amounts
and stock ownership percentages appearing in this Item 4(c) are as of
December 31, 1997.
ITEM 5 OWNERSHIP OF 5% OR LESS OF CLASS:
If this statement is being filed to report the fact that as of
the date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [ x ].
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.
<PAGE>
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 ___, 1998
Union Titanium Sponge Corporation
By:/s/ Hiroomi Mikami (Hiroomi Mikami,
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/ Yasushi Matsuoka (Yasushi Matsuoka, General Manager,
Newer Metals and Non- Ferrous Metals Product Division)
<PAGE>
Mitsui & Co. (U.S.A.), Inc.
By:/s/ Yutaka Taka (Yutaka Taka, Senior Vice
President, Metals Division)
