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
May 21, 1998
(Date of Report, date of earliest event reported)
TITANIUM METALS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-28538 13-5630895
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
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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)
Item 5: Other Events
On May 21, 1998, 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 a strategic alliance with
Wyman-Gordon Company.
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 May 21, 1998 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.
TIMET CORPORATION
(Registrant)
By: /s/ Robert E. Musgraves
Robert E. Musgraves
Vice President, General Counsel
and Secretary
Date: May 21, 1998
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EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT:
Titanium Metals Corporation J. Landis Martin
1999 Broadway Suite 4300 Chairman and CEO
Denver, Colorado 80202 303-296-5600
TIMET FORMS STRATEGIC ALLIANCE WITH WYMAN-GORDON
Denver, Colorado_May 21, 1998_Titanium Metals Corporation ("TIMET") (Nasdaq:
TIMT) announced today that it has reached an agreement in principle with
Wyman-Gordon Company (Nasdaq: WYMN) regarding a series of strategic
transactions between the two companies. The agreement has three principal
aspects:
- TIMET will exchange certain of its titanium castings assets for Wyman-
Gordon's Millbury, Massachusetts vacuum arc remelting (VAR) operations,
which produce titanium ingot.
- Wyman-Gordon and TIMET will combine their respective titanium castings
businesses into a new joint venture which will be 80% owned by
Wyman-Gordon and 20% owned by TIMET.
- TIMET will become the principal supplier of titanium material to
Wyman-Gordon through 2008, supplying a substantial portion of
Wyman-Gordon's total titanium requirements.
The new joint venture's titanium castings business will consist primarily of
Wyman-Gordon's titanium casting business located in Franklin, New Hampshire
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and TIMET's aerospace titanium casting business located in Albany, Oregon.
The joint venture will produce investment castings primarily for the
aerospace market and will work to develop new applications for titanium
castings. Both companies will also be making cash payments in amounts yet to
be finalized.
J. Landis Martin, Chairman and Chief Executive Officer of TIMET, commented,
"This alliance is designed to play to both companies' strengths. Wyman-
Gordon is a premier investment casting company. Under Wyman-Gordon's
management, we feel the combined titanium castings business will have a
greater critical mass and will be able to reduce costs through improved
facility utilization. In addition, Wyman-Gordon will be able to bring its
expertise in developing new applications for titanium castings, thus
expanding the overall use of titanium."
Martin continued, "TIMET's expertise is in the production and supply of high
quality titanium. The acquisition of the Millbury operations will enable us
to expand our ingot production to better serve Wyman-Gordon and our other
customers. This added capability will also play a role in our efforts to
develop new titanium applications. Finally, our long-term supply contract
will increase our stability and predictability of demand that will help us in
our efforts to reduce the cost of producing titanium."
Completion of the transaction is subject to the completion of due diligence,
the execution of definitive agreements and the receipt of any necessary
approvals or consents. The parties expect that the transaction will close in
late June.
In connection with the transactions with Wyman-Gordon, TIMET will close its
Pomona, California castings and VAR melting facility, which will result in a
one-time charge to second quarter earnings of approximately $6 million
pretax.
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Wyman-Gordon Company, headquartered in North Grafton, Massachusetts, is a
leading manufacturer of high quality, technologically advanced forgings,
investment castings, and composite structures for use in the commercial and
defense aerospace, commercial power and energy, and performance product
markets.
TIMET, headquartered in Denver, Colorado, is a leading worldwide integrated
producer of titanium metal products.
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