<PAGE>
FILED PURSUANT TO RULE 424(b)(3)
FILE NO. 333-73281
PROSPECTUS
RTI INTERNATIONAL METALS, INC.
155,540 SHARES OF COMMON STOCK
______________________
Richard R. Burkhart and Joseph H. Rice are selling up to 155,540
shares of common stock of RTI International Metals, Inc. They may sell the stock
in public or private transactions, on or off United States exchanges, at
prevailing market prices, or at privately negotiated prices. On June 29, 1999,
RTI stock closed on the New York Stock Exchange at $14.9375 per share.
Before purchasing any of the shares, you should consider very
carefully the information presented under the caption "Risk Factors" beginning
on page 4 of this prospectus.
______________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
______________________
July 6, 1999
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OTHER AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, so we file reports, proxy statements and other information
with the Securities and Exchange Commission. You can read, inspect and copy
these documents at the public reference facilities maintained by the Commission
at the following locations.
. Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.;
. 7 World Trade Center, New York, New York 10048; and
. Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60606.
The Commission maintains an internet site that contains material filed
electronically by us with the Commission which you can access at
http://www.sec.gov. Materials can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005, which is the
stock exchange on which our common stock is listed.
We have filed with the Commission a registration statement under the
Securities Act of 1933 for the common stock covered by this prospectus. The
prospectus includes all material information relating to the offering, but omits
some of the information contained in the registration statement. Additional
information concerning documents mentioned in this prospectus can also be found
in the exhibits to the registration statement. The registration statement and
the exhibits may be inspected without charge at the Commission's Washington,
D.C. reference facility and copies may be obtained from the Commission at
prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows RTI to incorporate by reference the information
it files with it. The information incorporated by reference is considered to be
part of this prospectus, and information that RTI files later with the
Commission will automatically update and supersede this information. RTI
incorporates by reference the following documents:
. RTI's Annual Report on Form 10-K for the year ended December 31,
1998;
. RTI's report on Form 10-K/A-1 for the year ended December 31, 1998
and any subsequently filed reports;
. All other reports filed by RTI under Section 13(a) or 15(d) of the
Exchange Act since December 31, 1998;
. The description of the common stock contained in RTI's registration
statement on Form 8-A12B (File No. 1-14437) dated August 21, 1998,
including any reports updating the description;
. All documents filed by RTI with the Commission under the Exchange
Act after the date of the initial registration statement and prior
to the effectiveness of the registration statement; and
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. All documents filed subsequent to the date of the prospectus by RTI
with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the termination of the offering of the shares
covered by this prospectus.
You can get a free copy of any of the documents incorporated by
reference, except for the exhibits to the documents unless the exhibits are
themselves incorporated by reference. Call or write Dawne S. Hickton, Esq., Vice
President and General Counsel, RTI International Metals, Inc., 1000 Warren
Avenue, Niles, Ohio 44446-7701 (telephone number 330-544-7818). You should rely
only on the information incorporated by reference or provided in this prospectus
or any supplement. RTI has not authorized anyone else to provide you with
different information. You should not assume that the information in this
prospectus or any supplement is accurate as of any date other than the date on
the front of these documents.
THE COMPANY
RTI was incorporated in 1998 under the laws of Ohio. In October, 1998,
RTI became a holding company with RMI Titanium Company as its principal
subsidiary. At March 31, 1999, RTI had total assets of approximately $395
million and total shareholders' equity of approximately $297 million.
In 1998 RTI acquired New Century Metals, Inc. and formed RTI Energy
Systems, Inc., which are also principal subsidiaries of RTI. RTI's subsidiaries
. produce and fabricate titanium;
. distribute titanium and other corrosion resistant alloys to the
aerospace, chemical processing, oil and power generation
industries; and
. provide engineering and fabrication services for the oil and gas
industry, including weld design and repair services, and materials
engineering and testing services.
RTI's principal executive offices are located at 1000 Warren Avenue, Niles,
Ohio, telephone: (330) 544-7622.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The common stock trades on the New York Stock Exchange under the
symbol RTI. Prior to October 1, 1998, common stock of RMI traded on the NYSE
under the symbol RTI. The following table shows the high and low sales prices of
the common stock and the common stock of RMI, as reported on the NYSE Composite
Tape, since 1997. We paid no dividends during this period.
<TABLE>
<CAPTION>
Sales Price Per Share
High Low
---- ---
<S> <C> <C>
1997
First Quarter (RMI)................... $ 28.00 $ 17.50
Second Quarter (RMI).................. 28.00 20.00
Third Quarter (RMI)................... 29.5625 20.5625
Fourth Quarter (RMI).................. 26.1875 16.50
</TABLE>
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<TABLE>
<CAPTION>
Sales Price Per Share
High Low
---- ---
<S> <C> <C>
1998
First Quarter (RMI)....................................... $24.6875 $ 20.00
Second Quarter............................................ 23.125 20.0625
Third Quarter (RMI)....................................... 23.625 17.875
Fourth Quarter (RTI)...................................... 19.50 11.00
1999
First Quarter (RTI)....................................... $ 15.875 $ 9.50
Second Quarter (Through June 29, 1999) (RTI).............. 14.9375 9.375
</TABLE>
We will determine whether to pay dividends based on our results of
operations, financial condition, regulatory constraints and other factors deemed
relevant by our board of directors. Preferred shareholders have a preferential
right to dividends. See "Description of Capital Stock" on page 7, below.
RISK FACTORS
You should consider the following factors before you invest in shares
of RTI's common stock.
The work stoppage at RMI Titanium's Niles Ohio plant from October 1, 1998
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through April 12, 1999 adversely affected earnings in the current fiscal year.
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RMI Titanium Company experienced a work stoppage at its Niles, Ohio
plant from October 1, 1998 through April 12, 1999. RMI broadly estimates that
its fourth quarter 1998 sales were adversely impacted in a range of $15 to $25
million as a result of the strike. As a consequence of the lost profits from
these revenues, and other costs incidental to the strike, such as security,
transportation costs and supplemental pay for nonstriking personnel, RMI
estimates that the impact of the strike on net income to be in a range of $1.0
to $2.5 million per month. Accordingly, first quarter 1999 net income was
adversely impacted by approximately $3.0 to $7.5 million in the aggregate.
Because of the time required to complete an orderly recall of production and
maintenance workers, the resumption to normal plant operating levels was not
completed until mid second quarter. This delay is likely to have a negative
impact on second quarter earnings as well as total year 1999 results, although
we are currently unable to quantify this impact on the second quarter or on
full-year results.
Certain provisions of RTI's Articles of Incorporation and Code of Regulations
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could discourage acquisitions, dilute shareholders and adversely affect the
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price of RTI stock.
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Certain provisions of RTI's articles of incorporation, code of
regulations, credit facility and Ohio law could discourage potential acquisition
proposals and could delay or prevent a change in control of RTI. RTI is
authorized to issue up to five million shares of preferred stock, the relative
rights and preferences of which may be fixed by RTI's board of directors,
subject to the provisions of RTI's articles of incorporation, without
shareholder approval. Although RTI has no present plans to issue any shares of
preferred stock, the future issuance of preferred stock may have the affect of
delaying, deferring or preventing a change in control of RTI or the payment of
dividends on common stock. The issuance of preferred stock could also adversely
affect the voting power of the holders of common stock, including the loss of
voting control to others. The provisions that discourage potential acquisitions
of
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RTI and adversely affect the voting power of the holders of common stock may
adversely affect the price of RTI's common stock.
A significant portion of RTI's common stock will be distributed to certain note
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holders on February 1, 2000.
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On March 31, 1999, RTI's largest stockholder, USX Corporation,
terminated its ownership interest in RTI by irrevocably depositing the 5,483,600
RTI shares owned by USX with Chase Manhattan Trust Company, N.A. The shares
constitute approximately 27% of RTI's outstanding shares. Chase Manhattan is the
trustee of a note indenture under which USX issued 6 3/4% exchangeable notes due
February 1, 2000. All of those notes are still outstanding. At maturity, each
note is mandatorily exchangeable for a number of shares of RTI common stock on a
variable basis up to one share per note depending on the market price of the RTI
common stock at maturity. RTI does not believe that any of the note holders will
exercise control over RTI as a result of the distribution.
RTI's dependence on the cyclical aerospace markets could adversely affect
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earnings in the current fiscal year.
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RTI is largely dependent on the aerospace industry, and its
performance could be impacted by the cyclical nature of that industry. As of
December 31, 1998, the leading manufacturers of commercial aircraft reported an
aggregate of 3,095 planes under final order and deliverable over the next five
years. The comparable backlogs as of December 31, 1997 and 1996 were 2,753
planes and 2,370 planes, respectively. Recent announcements by Boeing, however,
regarding reductions in forecasted production rates in the 1999-2000 time frame
could impact the overall demand for titanium products in the near term. As of
March 31, 1999, RTI's total order backlog was approximately $266 million
compared to $303 million at December 31, 1998. If this softening in demand from
the commercial aerospace markets continues, it could have an adverse affect on
RTI's results of operations and financial condition. RTI is currently unable to
quantify this impact on current year results.
RTI may remain dependent on the cyclical aerospace industry because RTI may not
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be able to develop new products.
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In an effort to lessen its dependence on the aerospace market and to
increase its participation in other markets, RTI has been devoting significant
resources to developing new markets and applications for its products,
principally in the oil and gas and geothermal energy production industries. RTI
cannot give any assurances as to the extent to which it will be able to develop
new markets for its products, the time required for development or the level of
demand for these products. The consequence of failure to develop these new
markets would be that RTI's dependence on the cyclical aerospace industry would
not be reduced and that RTI's operating results would, accordingly, be cyclical
in nature.
RTI's access to capital could be impaired if RTI were unable to comply with
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certain required financial ratios under its credit agreement because of an
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extended downturn in the titanium industry.
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RTI's credit agreement dated June 8, 1998 contains covenants
requiring, among other things, that RTI maintain a minimum ratio of consolidated
earnings before interest and taxes to consolidated interest expense and a
minimum consolidated net worth. If the titanium industry experiences an extended
downturn and RTI is unable to comply with these covenants, any borrowings
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under the credit agreement could become due and RTI's ability to obtain
additional capital to maintain its operations and competitive position could be
impaired.
RTI's operations depend on supplies of titanium sponge and conversion services
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that could be interrupted and would affect RTI's ability to produce titanium
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mill products.
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RTI's operations depend on supplies of titanium sponge, its basic raw
material, from third parties and if RTI's ability to purchase sufficient
quantities of sponge is disrupted for any reason it could have a material
adverse affect upon RTI's ability to produce titanium mill products. In order
to minimize that risk, RTI has entered into two long-term sponge supply
arrangements. RTI is also dependent upon the services of outside converters to
perform important conversion services on its products. An interruption of these
functions could have an adverse affect on RTI's ability to melt and/or finish
its mill products, although RTI believes that, if necessary, it could obtain
alternative sources for conversion services.
RTI may be responsible for material environmental clean up costs.
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RTI is involved in investigative or cleanup projects under federal or
state environmental laws at a number of waste disposal sites, including a
Superfund site. RTI can give no assurance that additional environmental
investigation or remediation obligations at other locations will not be asserted
against it or entities for which it may be responsible, whether by contract or
by operation of law. At March 31, 1999, the amount accrued for future
environment-related costs was $3.5 million. RTI believes that its share of
potential environmental-related costs, before expected contributions from third
parties, is in a range from $4.2 million to $7.0 million in the aggregate. The
amount accrued is net of expected and probable contributions from third parties,
not including amounts from insurers, of approximately $2.1 million. RTI is
unable to quantify the impact of potential liabilities, which are not asserted.
Russian titanium products could be priced favorably in comparison to RTI's
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products and could adversely affect RTI.
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A Russian titanium producer has the largest rated capacity in the
world, although management believes practical capacity is substantially less.
Wrought products produced by this firm, including plate, sheet and pipe, are
entitled to favorable tariff treatment, as compared to unwrought products, such
as titanium sponge. This could allow Russian wrought products to be priced
favorably compared to those produced by RTI, while preventing RTI from
purchasing Russian titanium sponge on favorable terms.
USE OF PROCEEDS
RTI will not receive any of the proceeds from the sale of the shares
by Richard R. Burkhart and Joseph H. Rice. All proceeds from the sale of common
stock offered will be for the account of those individuals.
SELLING SHAREHOLDERS
The following table sets forth the name of each of the selling
shareholders, the number of shares of common stock which each selling
shareholder owned as of the date of this prospectus and the number of shares of
common stock each selling shareholder would own if all securities being offered
under this prospectus are sold.
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<TABLE>
<CAPTION>
Number of shares of common stock
Number of shares each selling stockholder would
of common stock owned as of own if all securities
Name of selling shareholder date of prospectus offered are sold
- --------------------------- ------------------ ----------------
<S> <C> <C>
Richard R. Burkhart 92,300 14,530
Joseph H. Rice 77,770 0
</TABLE>
All of Mr. Rice's shares and 77,770 of Mr. Burkhart's shares may be sold under
this prospectus. Richard R. Burkhart is a director and officer of New Century
Metals and is Group Vice President of RTI. Joseph H. Rice was a director of New
Century Metals.
DESCRIPTION OF CAPITAL STOCK
RTI has 50,000,000 shares of common stock and 5,000,000 shares of
preferred stock authorized. At May 1, 1999, there were 20,757,768 shares of
common stock, and no shares of preferred stock outstanding.
The following description of the common stock and the preferred stock
is summarized from the relevant provisions of the amended and restated articles
of incorporation of RTI. For a more complete statement of those provisions, you
can refer to the articles of incorporation, which are filed as an exhibit to the
registration statement.
Common Stock
The holders of common stock are entitled to one vote per share. At a
meeting of shareholders at which a quorum is present, a majority of the votes
cast decides all questions, unless the matter is one upon which a different vote
is required by express provision of law or RTI's articles of incorporation or
code of regulations. For an amendment to RTI's articles of incorporation, or a
merger or consolidation required to be approved by shareholders, a sale or
disposition of all or substantially all of the assets of RTI or a dissolution of
RTI a two-thirds vote is required. Cumulative voting is not permitted with
respect to the election of directors.
The holders of common stock have no preemptive rights and have no
rights to convert their common stock into any other securities. Subject to the
rights of holders of outstanding preferred stock, in the event of a liquidation,
dissolution or winding up of RTI, holders of common stock are entitled to
participate equally, share for share, in all assets remaining after payment of
liabilities.
The holders of common stock may receive dividends as declared by RTI's
board of directors out of funds legally available for payment of dividends, when
and if any dividends are declared. Those dividends may be subject to the
payment of preferential dividends with respect to any outstanding preferred
stock. The payment by RTI of any dividends rests within the discretion of its
board of directors and will depend upon RTI's results of operations, financial
condition and capital expenditure plans, as well as other factors considered
relevant by the board of directors.
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<PAGE>
Preferred Stock
The preferred stock may be issued without shareholder approval.
Holders of preferred stock are entitled to one vote per share. If dividends on
preferred stock are cumulatively in arrears for six or more full quarters,
holders of preferred stock, voting together as a class, are entitled to elect
two additional directors of RTI.
Any shares of preferred stock outstanding have preference over the
rights of the common stock for dividends paid and assets distributed in the
event of liquidation or dissolution of RTI. Holders of preferred stock are not,
however, entitled to participate in the distribution of the assets of RTI in
excess of the liquidation price fixed by RTI's board of directors and all
accrued and unpaid dividends. Depending on the board of directors' discretion,
the holders of preferred stock may have rights to convert their preferred stock
into common stock. If the preferred stock is convertible, the stated capital
attributable to the converted shares will be adjusted so it is the same as the
stated capital of the common stock into which it is converted.
The board of directors is authorized to determine the other specific
terms of the preferred stock to the extent that the terms are not otherwise
prescribed by law.
PLAN OF DISTRIBUTION
The selling shareholders may offer shares from time to time depending
on market conditions and other factors, in one or more transactions on the New
York Stock Exchange or other securities exchanges on which the shares are
traded, in the over-the-counter market or otherwise, at market prices prevailing
at the time of sale, at negotiated prices or at fixed prices. The shares may be
offered in any manner permitted by law, including through underwriters, brokers,
dealers or agents, and directly to one or more purchasers. Sales of shares may
involve:
. Sales to underwriters who will acquire shares for their own
account and resell them in one or more transactions at fixed
prices or at varying prices determined at the time of sale;
. Block transactions in which a broker or dealer will attempt to
sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
. Purchases by a broker or dealer as principal and resale by the
broker or dealer for its account;
. An exchange distribution in accordance with the rules of the
exchange; and
. Ordinary brokerage transactions and transactions in which a
broker solicits purchasers.
Brokers and dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling shareholders
and/or purchasers of shares for whom they may act as agent, which compensation
may be in excess of customary commissions. The selling shareholders and any
broker or dealer that participates in the distribution of shares may be deemed
to be underwriters and any commissions received by them and any profit on the
resale of shares positioned by
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a broker or dealer may be deemed to be underwriting discounts and commissions
under the Securities Act. In the event a selling shareholder engages an
underwriter in connection with the sale of the shares, to the extent required, a
prospectus supplement will be distributed, which will set forth the number of
shares being offered and the terms of the offering, including the names of the
underwriters, any discounts, commissions and other items constituting
compensation to underwriters, dealers or agents, the public offering price and
any discounts, commissions or concessions allowed or reallowed or paid by
underwriters to dealers.
In connection with distributions of the common stock or otherwise, the
selling shareholders may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with those transactions, broker-
dealers or other financial institutions may engage in short sales of common
stock in the course of hedging the positions assumed with the selling
shareholders. The selling shareholders also may sell common stock short and
redeliver the shares to close out the short positions. The selling shareholders
also may enter into option or other transactions with broker-dealers or other
financial institutions which require the delivery to the broker-dealer or other
financial institution of the common stock offered under this prospectus, which
the broker-dealer or other financial institution may resell under this
prospectus. It may be necessary to supplement or amend this prospectus to
reflect that type of transaction. The selling shareholders also may pledge the
shares registered under this prospectus to a broker-dealer or other financial
institution, including affiliates of RTI, and, if a default occurs, the broker-
dealer or other financial institution may effect sales of the pledged common
stock under this prospectus. It may also be necessary to supplement or amend
this prospectus to reflect that type of transaction.
In addition, the selling shareholders may from time to time sell
shares in transactions under Rule 144 under the Securities Act.
RTI has agreed to bear all expenses incurred in connection with the
registration and qualification of the shares covered by this prospectus. In
addition, RTI and each selling shareholder is required to agree to a customary
form of indemnification in order to indemnify and hold each other harmless
against any liability in connection with the registration statement of which
this prospectus is a part.
LEGAL MATTERS
Legal matters in connection with the validity of the shares offered
were passed upon for RTI by Dawne S. Hickton, Vice President and General Counsel
for RTI.
EXPERTS
The consolidated financial statements of RTI included in RTI's 1998
Annual Report on Form 10-K as of December 31, 1998 and 1997 and for each of the
three years in the period ended December 31, 1998, were incorporated by
reference in this prospectus in reliance upon the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
CERTAIN FORWARD-LOOKING STATEMENTS
Certain statements incorporated by reference or made in this
prospectus are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of
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1995. The forward-looking statements include, without limitation, statements
regarding estimates of industry shipments, the future availability and prices of
raw materials, the availability of capital on acceptable terms, the
competitiveness of the titanium industry, potential environmental liabilities,
RTI's order backlog and the conversion of that backlog into revenue, RTI's
strategies and other statements contained in this prospectus that are not
historical facts. Because the forward-looking statements involve risks and
uncertainties, there are important factors that could cause actual results to
differ materially from those expressed or implied by the forward-looking
statements. Factors that could cause actual results to differ materially
include, but are not limited to, changes in global economic and business
conditions (including in the aerospace markets), RTI's ability to recover its
raw material costs in the pricing of its products, the availability of capital
on acceptable terms, actions of competitors, the extent to which RTI is able to
develop new markets for its products, the time required for that development and
the level of demand for those products, changes in RTI's business strategies,
and other factors.
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No person has been authorized to give any information or to make any
representations other than those contained in this prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. This prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities offered
by this prospectus or an offer to sell or the solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of RTI International Metals, Inc. since the date of this
prospectus or that the information contained in this prospectus is correct as of
any time subsequent to the date hereof.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Other Available Information............................................... 2
Incorporation of Certain Documents by Reference........................... 2
The Company............................................................... 3
Price Range of Common Stock and Dividends................................. 3
Risk Factors.............................................................. 4
Use of Proceeds........................................................... 6
Selling Shareholders...................................................... 6
Description of Capital Stock.............................................. 7
Plan of Distribution...................................................... 8
Legal Matters............................................................. 9
Experts................................................................... 9
Certain Forward-Looking Statements........................................ 9
</TABLE>
155,540 SHARES
RTI INTERNATIONAL
METALS, INC.
COMMON STOCK
----------------
PROSPECTUS
----------------
JULY 6, 1999
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