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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported)
April 14, 1999 (March 31, 1999)
RTI INTERNATIONAL METALS, INC.
(Exact name of registrant as specified in its charter)
Ohio 001-14437 52-2115953
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1000 Warren Avenue
Niles, OH 44446
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (330) 544-7700
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On March 31, 1999, the Company's largest stockholder, USX Corporation
("USX"), announced that it terminated its ownership interest in the Company.
USX irrevocably deposited with Chase Manhattan Trust Company, N.A.
("Chase") all of the 5,483,600 shares of the Company's Common Stock it
previously owned. The deposit of the shares is in full satisfaction of USX's
6-3/4% Exchangeable Notes due February 1, 2000 (the "Notes"). Chase is the
trustee under the note indenture and will hold the shares in trust for the
benefit of the holders of the Notes until the shares are exchanged for the Notes
on the maturity date. The Notes are exchangeable for shares of the Company on a
variable basis up to one share per Note depending on the market price of the
Company's shares at maturity. The maximum number of RTI shares deliverable upon
maturity is 5,483,600 and the minimum is 4,645,706.
The 5,483,600 shares of common stock previously owned by USX represents
approximately 27% of the issued and outstanding shares of the Company. The
Company does not believe that any of the Note holders will exercise control over
the Company as a result of the distribution.
ITEM 5. OTHER EVENTS.
On April 9, 1999 the Company reached a tentative agreement with United
Steelworkers of America Locals 2155 and 2155-7 (the "USWA Locals") on a new
contract affecting about 500 employees at its Niles, Ohio facility. On April 12,
1999, a four and one-half year labor agreement with the USWA Locals was
ratified, ending a work stoppage at the Niles facility which commenced on
October 1, 1998.
SIGNATURE
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.
RTI INTERNATIONAL METALS, INC.
/s/ TIMOTHY RUPERT
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Timothy Rupert
Executive Vice President and
Chief Financial Officer
Date: April 14, 1998
Niles, Ohio
