TITANIUM METALS CORP
8-K, 1999-10-07
SECONDARY SMELTING & REFINING OF NONFERROUS METALS
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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



                               October 1, 1999
     ------------------------------------------------------------------------
                (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)


        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)




<PAGE>


ITEM 5:  OTHER EVENTS

         On September 30, 1999 the Registrant  issued the press release attached
hereto as Exhibit 99.1,  which is  incorporated  herein by reference.  The press
release relates to an announcement by Registrant that its results for the second
half of 1999 will be below expectations.

ITEM 7:       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (C)  EXHIBITS

   Item No.   Exhibit List

- ------------  --------------------------------------------------------------

    99.1      Press release dated September 30, 1999 issued by   Registrant



<PAGE>




                                   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/ JOAN H. PRUSSE
                                 Assistant General Counsel

Date: October 1, 1999


<PAGE>


                                                              EXHIBIT 99.1

                                  PRESS RELEASE

FOR IMMEDIATE RELEASE                                CONTACT:

Titanium Metals Corporation                          J. Thomas Montgomery
1999 Broadway, Suite 4300                            Vice President - Finance
Denver, Colorado, 80202                              (303) 296-5617

                     TIMET RESULTS TO BE BELOW EXPECTATIONS

         Denver,  Colorado  . . .  September  30,  1999  . . .  Titanium  Metals
Corporation  ("TIMET")  (NYSE:  TIE)  announced  today that its  results for the
second half of 1999 will be substantially lower than previously expected.  TIMET
estimates  that it will  report  a net  loss for the  third  quarter  of 1999 of
approximately  $.25 per share. The principal  reasons for the shortfall in third
quarter  earnings  from prior  expectations  are lower  volumes  and  production
problems in its North American  operations.  For the fourth quarter, the Company
currently expects results to improve from third quarter levels,  but now expects
to report a net loss primarily due to lower than  previously  expected  shipment
volumes.

         Third quarter  volumes were lower than expected due in part to declines
in demand,  including  cancellations and push-outs by major aerospace customers.
Production  difficulties and inefficiencies in North American  Operations,  also
negatively impacted volumes and overall plant operating rates were lower. Yield,
rework and deviated material costs were  significantly  higher than forecast and
resumption of production  following  certain  maintenance  shutdowns took longer
than expected.

          TIMET is focusing  additional  attention  and resources on those areas
where its operating performance requires immediate improvement. TIMET also plans
to consider further personnel  reductions and  rationalization of plant capacity
in light of its revised  market  outlook.  If such action is taken,  the Company
would likely incur a restructuring charge in the fourth quarter.

         J. Landis Martin, Chairman and CEO of TIMET, said, "The downturn in our
commercial  aerospace  markets is lasting longer and is more  pronounced than we
previously  expected.  We are  continuing  to work with our major  customers  to
determine volumes for next year.  However,  current  indications are that, in at
least some cases,  they are likely to be lower than in 1999.  Until  volumes for
next year are set, we are unable to forecast  whether we will be profitable next
year."

         In light of its revised  market  outlook,  TIMET also intends to review
its  dividend  payment  policy  on both its  common  stock  and its  convertible
preferred securities.

         TIMET  also said that in view of its  revised  market  outlook  and the
uncertainty  concerning next year's operating results,  it may seek to amend its
bank credit agreements to provide relief from certain covenants.

         The  statements  in this  release,  relating  to  matters  that are not
historical  facts, are  forward-looking  statements that represent  management's
beliefs   and   assumptions   based   on   currently   available    information.
Forward-looking  statements  can be  identified  by the  use of  words  such  as
"believes,"  "intends,"  "may," "will,"  "should,"  "anticipated"  or comparable
terminology or by discussions  of strategy.  Although the Company  believes that
the expectations reflected in such forward-looking statements are reasonable, it
cannot assure that these expectations will prove to be correct.  Such statements
involve risks and uncertainties  including,  but not limited to, the cyclicality
of  the  commercial  aerospace  industry,  global  economic  conditions,  global
productive  capacity,  changes in product pricing,  "Year 2000" issues and other
risks and  uncertainties  included in the Company's  filings with the Securities
and Exchange  Commission.  Should one or more of these risks materialize (or the
consequences of such a development worsen), or should the underlying assumptions
prove incorrect, actual results could differ materially from those forecasted or
expected. The Company assumes no duty to update any forward-looking statements.

         TIMET,  headquartered  in  Denver,  Colorado,  is a  leading  worldwide
integrated producer of titanium metal products.

                                 * * * * *


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